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Item 6f - Approve a Seven Year Contract with JP Morgan Chase for Banking and Merchant Services
Item 6f Department: Finance Cost Center: 2001 For Agenda of: 9/16/2025 Placement: Consent Estimated Time: NA FROM: Emily Jackson, Finance Director Prepared By: Dan Clancy, Financial Analyst SUBJECT: APPROVE A SEVEN YEAR CONTRACT WITH JP mORGAN CHASE FOR BANKING AND MERCHANT PROCESSING SERVICES RECOMMENDATION Approve a seven-year (2025-2032) contract with an option to extend an additional three years, with JP Morgan Chase for merchant processing and related banking services. (Attachment A) POLICY CONTEXT Section 202 of the City’s Purchasing Policy requires that professional services contracts with cumulative costs over $150,000 be approved by the City Council. Section 202 of the Purchasing Policy also requires a formal Request for Proposal (RFP) process for contracts over $150,000. The proposed contract with JP Morgan Chase spans seven years at an approximate annual cost of $130,000 to $140,000. DISCUSSION Background The City has utilized JP Morgan Chase for merchant banking services since 2017, when the bank was selected through a competitive RFP process based on its extensive public sector experience, technological integration capabilities, and reputation for high -quality service. The initial contract term with JP Morgan Chase ran through November 30, 2020, and included extension options. These were exercised through November 2024, followed by a one-year extension while the City prepared a new RFP to test the market and promote full and open competition. Scope of Services An RFP was issued on May 5, 2025, and required that prospective banks be able to provide certain services to the City. These include but are not limited to: 1. Establishment of a general account and a sweep account as necessary to meet the banking requirements of the City. Page 129 of 638 Item 6f 2. Disbursement of funds via wire transfers or ACH (Automated Clearing House) upon either telephone or online request of an authorized person under best accounting internal control practices. 3. Acceptance and sending of ACH transactions and provision of online notification of ACH deposits within 24 hours. 4. Processing of direct deposit of employee payroll bi-weekly (approximately 600 City employees receive their payroll via direct deposit). 5. Provision of consolidated deposits for customer payments made through online bill payment providers. 6. Provision of credit card merchant services. 7. Provision of full account reconcilement, electronic fraud protection, electronic deposits and disbursements. 8. Acceptance of deposits at vault locations and at local branch if necessary. 9. Armored car services. 10. Coin counting and bagging services for parking meter collections. 11. Processing Local Agency Investment Fund (LAIF) transfers and receiving electronic funds payments for deposit of other State and county apportionments. 12. Online access to account information, cleared checks, and automated stop payment. 13. Monthly activity and account analysis statements and reports for all accounts. 14. Quarterly review of the City's account balances and opportunities to improve the City's cash management. Proposal Evaluation and Selection The City received three responses to the RFP, from River City Bank, Pacific Premier Bank, and JP Morgan Chase. Finance Department staff evaluated all three proposals based on pricing, service quality, and technical capabilities. JP Morgan Chase was selected based upon: Reduced pricing on key line items (e.g., ACH transactions, wire transfers, analysis fees); Proven performance and continuity in existing service delivery; The opportunity to capitalize on integrations with Oracle Cloud (the City’s Enterprise Resource Planning system), including corporate card data sync, vendor bank validation, check printing, and virtual card payment with the ability to earn a rebate; and Experience and expertise in governmental banking with significant prior experience managing municipal contracts. City staff determined that JP Morgan’s proposal offered the best overall value, balancing cost, continuity, and advanced capabilities. While some unit fees were slightly higher than current rates, the reduction in transaction volume and broader discounts is expected to result in overall cost savings. In addition, JP Morgan has provided a high level of service to the City since 2017, and has proactively engaged with the City to understand how they can partner with City staff to advance some of the City’s D iversity Equity and Inclusion initiatives. Page 130 of 638 Item 6f Summary of JP Morgan Services Under this contract, JP Morgan Chase will continue providing: 1. General Banking and Merchant Services- Including account management, cash reporting, maintaining the City’s checking accounts, electronic funds transfers, payroll, and merchant card acceptance. 2. Lockbox Services- For the secure and efficient processing of utility bill check payments. 3. Safekeeping/Custodial Services- For the settlement and reporting of investment securities. 4. Purchasing Card (P-Card) Services- A cloud-based platform that reduces manual processing of expense reports, improves spend transparency, and enhances controls across City departments. Service contracts for the City usually have a term of five years. For this banking services contract, staff recommend a seven-year term with the option to extend for an additional three years. A longer-term contract will ensure the City minimizes transition costs, maintains stable operations, and avoids disruptions to integrated systems and payment workflows. JP Morgan Chase is integrated with Oracle (the City’s ERP system). Reconfiguring payment gateways, lockbox interfaces, account reconciliation flows, a nd P-Card reporting are time- and cost-intensive, so a longer-term contract helps amortize the City’s investment. The contract can be amended at any time to allow for adjustments based on evaluation of service delivery costs compared to the original proposed pricing, and continued alignment with the City’s strategic needs, which protects the City from the risk in a longer- term contract. Previous Council or Advisory Body Action The current contract with JP Morgan Chase was approved by the City Council on October 18, 2016. Public Engagement Public comment on the item can be provided to the City Council through written correspondence prior to the meeting and through public testimony at the meeting. ENVIRONMENTAL REVIEW The California Environmental Quality Act (CEQA) does not apply to the recommended action in this report because the action does not constitute a “Project” under CEQA Guidelines Sec. 15378. FISCAL IMPACT Budgeted: Yes Budget Year: 2025-2027 Funding Identified: Yes Page 131 of 638 Item 6f The City’s banking services with JP Morgan Chase are estimated to cost approximately $130,000–$140,000 annually, based on transaction volume. A detailed fee schedule is provided in the Agreement (Attachment A - Exhibit A, p. 40 and the Pricing, Fees, and Merchant Services appendices). JP Morgan Chase offsets fees through a monthly earnings credit of 3.05% applied to the PEG (Price/Earning to Growth) balance in the City’s commercial checking account balance. Over the past 12 months, JP Morgan Chase assessed a 0.003% fee on the City’s average PEG balance of $5 million. This equated to an average of $11,126 per month, totaling $133,513 in annual bank fees. The earnings credit covered 95% ($125,527) of the fees. In addition to the earnings credit, the City earns 2.95% interest on balances held above the PEG threshold. This generated approximately $1.3 million in interest earnings in FY 2024-25. The City’s net banking cost reflects the trade-off between (1) fees offset by credits/interest and (2) the potential return had the checking account balance been invested in the City’s investment portfolio, which has historically performed approximately 1% above the earnings credit interest of 3.05%. JP Morgan Chase has also identified potential service enhancements that could impact costs and operational efficiency. These include: outsourcing check printing, which could reduce staff workload; and implementing a “virtual card” payment system integrated with the City’s Oracle ERP system. This would eliminate paper checks and generate rebate income that is not currently realized with check payments. ALTERNATIVES 1. The City Council could elect to not enter into a contract with JP Morgan Chase. The City received only three responses to the RFP, and JP Morgan Chase is recommended to continue as the City’s banking services provider based on the reasons noted above, in addition to the significant resource commitment to unwind and re-establish core financial systems. 2. The City Council could direct staff to negotiate with JP Morgan Chase to reduce fees. Staff has already reached out to JP Morgan Chase with questions about some of the fees and charges and received reasonable responses. In addition and as noted, JP Morgan Chase’s proposal is expected to result in overall cost savings. ATTACHMENTS A - JP Morgan Chase Contract Page 132 of 638 - 1- CITY OF SAN LUIS OBISPO PROFESSIONAL SERVICES AGREEMENT This agreement (Agreement) is made and entered into in the City of San Luis Obispo on , by and between the City of San Luis Obispo, a municipal corporation and charter city (City) and JPMorgan Chase Bank, N.A., hereinafter referred to as Contractor (collectively referred to as the “Parties”). WITNESSETH: WHEREAS, on May 5, 2025, City requested proposals for banking services, per project no. FIN-BS-01; and WHEREAS, the City wants to engage Contractor to perform the services; (the “Services”); and WHEREAS, Contractor is qualified to perform this type of Services and has submitted a written proposal dated June 4, 2025 (RFP Response) to do so, which has been accepted by City; and NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the Parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, for ten (10) years, unless terminated sooner pursuant to the terms herein. 2. INCORPORATION BY REFERENCE. City’s Notice Requesting Proposals for Banking Services FIN-BS-01 and Contractor's RFP Response, exclusive of Contractor’s Global Account Terms, US Addendum and its Consolidated Service Terms applicable to the services awarded (Account and Service Terms), are hereby incorporated in and made a part of this Agreement, attached as Exhibit A. Contractor’s Pricing Pro Forma is incorporated and made a part of this Agreement, Attached as Exhibit B. Contractor’s Account and Service Terms are incorporated in and made a part of this Agreement, attached as Exhibit C. The City’s insurance requirements are hereby incorporated in and made part of this Agreement, attached as Exhibit D. Exhibits A through D are hereinafter referred to as the “Incorporated Documents.” To the extent that there are any conflicts between any of the Incorporated Document and this Agreement, the terms of this Agreement shall prevail unless specifically agreed otherwise in writing signed by both Parties. 3. CITY’S OBLIGATIONS. For providing services as specified in this Agreement, and upon receipt of monthly account analysis statements, City will pay and Contractor shall receive compensation as set forth in Consultant’s proposal and pursuant to the Payment Terms set forth in Exhibit B. 4. CONTRACTOR’S OBLIGATIONS. For and in consideration of the payments and agreements herein before mentioned to be made and performed by City, Contractor agrees with City to do everything required by this Agreement including that work as set forth in Exhibit A. 5. PAYMENT OF TAXES. The contract prices shall include full compensation for all taxes that Contractor is required to pay. 6. LICENSES AND PERMITS . At all times during the term of this Agreement, Contractor Page 133 of 638 - 2- shall have in full force and effect, all licenses required of it by law for the performance of the Services described in this Agreement. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary under this Agreement. 7. COMPLIANCE WITH LAW. The Contractor shall keep itself informed of and shall observe and comply with all applicable State and Federal laws and regulations, and county and City of San Luis Obispo ordinances, regulations and adopted codes, which, in any case, are binding upon Contractor and affect those employed by Contractor or in any way affect the performance of the Services pursuant to this Agreement. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. 8. COMPLIANCE WITH INDUSTRY STANDARD. Contractor shall provide services acceptable to City in strict conformance with the Agreement. Contractor shall also provide services in accordance with the “ordinary care” standard of care imposed upon banks under the Uniform Commercial Code. Where approval by the City, the City Manager, the Mayor, or other representative of City is required, it is understood to be general approval only and does not relieve Contractor of responsibility for complying with all applicable laws, codes, policies, regulations, and good business practices. 9. INDEPENDENT CONTRACTOR. a. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Contractor shall not incur or have the pow er to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. c. Contractor/Contractor’s duties and services under this agreement shall not include preparing or assisting the public entity with any portion of the public entity’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering this agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial Page 134 of 638 - 3- plans or specifications. Contractor/Contractor shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 10. PRESERVATION OF CITY PROPERTY . If applicable, the Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged resulting from Contractor’s operations, it shall be replaced or restored at Contractor’s expense. The City’s facilities shall be replaced or restored to a condition as good as when the Contractor began the work. 11. IMMIGRATION ACT OF 1986. The Contractor represents on behalf of itself and all subcontractors engaged for the performance of the Services that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the Services hereunder. 12. NON-DISCRIMINATION. In the performance of the Services, the Contractor agrees that it will prohibit and not permit such subcontractors as it may employ to engage in, discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 13. PAYMENT TERMS. Unless the City selects another payment method acceptable to Contractor, the City authorizes Contractor to: (a) apply the City's earnings credit allowance against the fees and other amounts due as reflected in the account analysis statement made available to the City for each billing period and (b) automatically debit from the City's accounts on the fifteenth (15th) calendar day of each month (or the next banking day if the fifteenth (15th) calendar day falls on a weekend or a bank holiday) any fees and other amounts due that remain unpaid after Contractor applies the earnings credits allowance for such billing period. 14. INSPECTION. City shall at all times have the right to inspect the work being done under this Agreement and Contractor shall furnish City with every reasonable opportunity and assistance required for City to ascertain that the Services of the Contractor are being performed in accordance with the requirements and intentions of this Agreement. All work done, and all materials furnished, if any, shall be subject to the City’s inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations under the Agreement. 15. RELEASE OF INFORMATION. a. All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. Contractor, its officers, employees, agents, or subcontractors, shall not, without written authorization from the City Manager or unless requested by Page 135 of 638 - 4- the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. Notwithstanding the foregoing, Contractor may use and disclose Confidential Information for the purposes and to the extent set forth in Section 10 of Contractor’s Account and Service Terms, attached as Exhibit C. b. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Contractor is prohibited by law from informing the City of such Discovery. City retains the right, but has no obligation, to represent Contractor and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless City is a party to the lawsuit, arbitration, or administrative proceeding and is averse to Contractor in such proceeding, Contractor agrees to cooperate fully with City and to provide the opportunity to review any response to Discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 16. OWNERSHIP OF DOCUMENTS. a. Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of the Services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at reasonable times to such books and records; shall give City the right to examine and audit said books and records; shall permit City to make transcripts or copies therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after recei pt of final payment. b. Notwithstanding anything to the contrary herein, Contractor will allow City’s auditors and independent public accountants, including where state or federal assistance is involved, state and federal auditors identified by the City, reasonable access during normal working hours to the bank records of the City as reasonably required in connection with their examination of the books and records specifically pertaining to City’s accounts, use of funds and services provided by Contractor to the City. Any access or examination will be: requested in writing; specifically describe the scope and records required; mutually agreed upon as to time and scope; and subject to Contractor’s security procedures and record retention policies. Contractor may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of access, and the scope of the records made available. City shall reimburse Contractor for the reasonable cost of copying, collating, researching and producing archived information. Any examination will be at Page 136 of 638 - 5- City’s expense. c. Nothing in this Agreement is intended to grant or transfer ownership or proprietary rights or intellectual property of Contractor or its licensors, any original documents, designs, drawings, maps, models, computer files, surveys, notes or other documents that are provided to other parties. Upon termination or expiration of the Agreement , City may request that all City information be returned, destroyed or rendered unusable , except that Contractor may retain, and is not required to render unusable (i) any portions otherwise required by Contractor’s generally applicable document retention policies; or (ii) any computer records or files created pursuant to automatic archiving and back-up procedures and the like, which cannot reasonably be returned or destroyed. 17. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Contractor shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Contractor’s breach of the Agreement, negligence or willful misconduct in the performance under this Agreement or out of the operations conducted by Contractor. Contractor shall not have indemnification obligations for such loss or damage arising from the sole or active negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. The review, acceptance or approval of the Consultant’s work or work product by any indemnified party shall not affect, relieve or reduce the Consultant’s indemnification or defense obligations. This Section survives the completion of the servi ces or the termination of this contract. The provisions of this section are not limited by and do not affect the provisions of this contract relating to insurance. Consultant’s indemnification obligations under this section extend to any claims arising out of or related to the negligence, recklessness, or willful misconduct of any sub-consultants/ subcontractors. Notwithstanding anything to the contrary in this Agreement, (i) Contractor’s liability for indemnification hereunder shall be invoked only to the extent that the claimed damages, losses, and expenses are directly due to breach of the Agreement by the Contractor and/or its subcontractors, and/or the negligence or willful misconduct of the Contractor and/or its subcontractors; (ii) the Contractor’s indemnification obligations shall not exceed, in the aggregate, an amount equal to five hundred thousand dollars ($500,000) provided that such limitation of liability shall not apply with regard to insurance proceeds to which City would otherwise be entitled; and (iii) neither party shall be liable to the other for any indirect, incidental, consequential, exemplary, punitive or special damages, including lost profits, regardless of the form of action or theory of recovery, even if it has been advised of the possibility of those damages or the same are reasonably foreseeable. For the avoidance of doubt, City’s insurance requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by City are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to this Agreement, including but not limited to, the provisions in this Section 17. 18. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Page 137 of 638 - 6- Agreement, or any portion hereof, by serving upon the Contractor at least thirty (30) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. In addition, City shall pay for the actual value of work performed that could not reasonably be cancelled prior to or by the termination date. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section 14. 19. TERMINATION FOR CAUSE. If, during the term of the Agreement, the City determines the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a ten (10) calendar day notice of time thereafter in which to perform said work or cure the deficiency or such other period of time agreed to by both parties . a. If the Contractor has not performed the work or cured the deficiency within the ten b. (10) days or other agreed upon time frame, such shall constitute a breach of the Agreement and the City may terminate the Agreement immediately by written notice to the Contractor to said effect (“Notice of Termination”). Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the Agreement except to comply with the obligations upon termination. c. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City’s Notice of Termination, minus any offset from such payment representing the City’s damages from such breach. “Reasonable value” includes fees or charg es for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work or services performed or provided by the Contractor shall be based solely on the City’s assessment of the value of the work -in-progress in completing the overall scope. d. The City reserves the right to delay such payment until completion or confirmed abandonment of the project, as may be determined in the City’s sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall the Contractor be entitled to receive in excess of the not to exceed amount shown in this Agreement. e. Contractor may, by written notice, terminate this Agreement in whole by giving the City at least one hundred eighty (120) days’ prior written notice, or such other mutually agreeable termination date, if (a) the City defaults in payment, in the aggregate, of sums due and payable to Contractor under the Agreement or (b) any action or inaction by the City under the Agreement or otherwise directly and materially prevents Contractor from performing a material part of its obligations under the Agreement; and such default, action or inaction has not been cured after notice of such default, action or inaction has been given by Contractor to the City. 20. INSURANCE. Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and made part of this Page 138 of 638 - 7- Agreement. 21. BUSINESS LICENSE & TAX. [RESERVED] 22. SAFETY PROVISIONS. The Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 23. PUBLIC AND EMPLOYEE SAFETY. Whenever the Contractor operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 24. UNDUE INFLUENCE. Contractor declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Contractor, or from any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 25. ASSIGNMENT. The Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City; provided, however, Contractor may assign this Agreement without the prior written consent of the City to a successor in interest in connection with a merger, reorganization, consolidation, or a disposition of a particular business to which this Agreement relates, and may assign this Agreement to an affiliate or subsidiary. In the event of such an assignment, Contractor shall notify the City promptly after public disclosure is permitted and the City shall have the right to immediately terminate this Agreement. a. As required above, before retaining or contracting with any subcontractor for any services under this Agreement, City must consent to such assignment of performance in writing. For City to evaluate such proposed assignment, Contractor shall provide City with the identity of the proposed subcontractor, a copy of the proposed written contract between Contractor and such subcontractor, which shall include an indemnity provision similar to the one provided herein and identifying City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed subcontractor carries insurance at least equal to that required by this Agreement or obtain a written waiver from City for such insurance. b. For purposes of this Agreement, inclusive of all attachments hereto, “subcontractor”, “sub consultant” and “subcontract” shall refer to a third party or an agreement with such third party, if any and as applicable, engaged by Contractor to specifically aid in the performance of its obligations under this Agreement, but shall not include any third party engaged by Contractor, from time to time, in the performance of certain operational, technological, incidental, or back office functions that assist Contractor in its performance of services, on a common basis, for all or most of its customers utilizing such services, such latter category of third parties being referred to as Third Party Service Providers. Contractor shall not be required to notify or obtain consent to engage any Third Party Service Provider. Page 139 of 638 - 8- 26. AMENDMENT. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by Contractor and by the appropriate review authority according to the City’s Financial Management Manual. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized by the City in advance and in writing. 27. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete Agreement between the Parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral Agreement, understanding, or representation be binding upon the Parties hereto. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 28. NOTICE. All notices to the Parties hereto under this Agreement shall be in writing and shall be sent either by (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) United States Mail, certified, postage prepaid, return receipt requested. All such notices shall be delivered to the addressee or addressed as set forth below: To City: Finance City of San Luis Obispo 990 Palm St. San Luis Obispo, CA 93401 Attn: Emily Jackson (ejackson@slocity.org) To Contractor: JPMorgan Chase Bank, N.A. 300 S. Grand Ave, Floor 3 Los Angeles, CA 90071-3109 Attn: Sean Hennessy, Authorized Agent (sean.hennessy@jpmorgan.com) 29. GOVERNING LAW. Any action arising out of this Agreement shall be brought in the Superior Court of San Luis Obispo County, California, regardless of where else venue may lie. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 30. AUTHORITY TO EXECUTE AGREEMENT . Both City and Contractor do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. 31. MERCHANT PROCESSING SERVICES. Merchant processing services, as described in Contractor’s RFP Response, will be performed by Paymentech LLC and governed by the agreement entered into between City and Paymentech. Other than the insurance provisions in Page 140 of 638 - 9- Exhibit D, the provisions of this Agreement shall not apply to Paymentech LLC, nor its performance of merchant processing services. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year first above written. CITY CONTRACTOR By: By: APPROVED AS TO FORM: By: J. Christine Dietrick, City Attorney Page 141 of 638 - 10- EXHIBIT A NOTICE REQUESTING PROPOSALS FOR BANKING SERVICES FIN-BS-01 AND CONTRACTOR’S RFP RESPONSE Page 142 of 638 Cover Letter | 1 | Banking Services RFP# FIN-BS-01 June 4, 2025 Proposal for City of San Luis Obispo Page 143 of 638 Cover Letter | 2 | DELETE SECTION BREAK BELOW IF REMOVING DIMON QUOTE “The strength of our company has allowed us to always be there for clients, governments and communities – in good times and in bad times – and this strength has enabled us to continually invest in building our businesses for the future.” JAMIE DIMON Chairman and Chief Executive Officer JPMorgan Chase & Co. Page 144 of 638 Table of Contents | i | Table of Contents COVER LETTER ....................................................................................................................................................... 1 EXECUTIVE SUMMARY ........................................................................................................................................... 4 P. PROPOSAL SUBMITTAL SUMMARY ............................................................................................................... 12 E. FINANCIAL INSTITUTION PROFILE ................................................................................................................. 13 F. STAFFING ........................................................................................................................................................... 17 G. BANKING SERVICES ........................................................................................................................................ 25 I. PRICING AND ACCOUNT ANALYSIS ................................................................................................................ 70 J. OPTIONAL SERVICES ....................................................................................................................................... 72 K. ADDITIONAL SERVICES ................................................................................................................................... 78 L. CONVERSION ..................................................................................................................................................... 95 REFERENCES ........................................................................................................................................................ 97 STATEMENT OF PAST CONTRACT DISQUALIFICATIONS ................................................................................ 99 EXHIBIT A: FORM OF AGREEMENT .................................................................................................................. 100 EXHIBIT B - INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES ............................................. 102 Appendices Appendix 1: Pricing pro forma Appendix 2: Required Services Pricing worksheet Appendix 3: Availability schedules Appendix 4: Certificate of Liability Insurance Appendix 5: Check Image Transmission Format guide Appendix 6: Merchant Services Schedule A Appendix 7: Firm's Cybersecurity Overview Client Letter Appendix 8: National Government Commercial Card Consortium Appendix 9: Sample reports Appendix 10: Sample product and service terms and agreements Appendix 11: Sample account opening documents Page 145 of 638 Cover Letter | 1 | Cover Letter June 4, 2025 Department of Finance 990 Palm Street San Luis Obispo, CA 93401 Dear Department of Finance: JPMorgan Chase Bank, N.A. (J.P. Morgan) is excited to bid on the City of San Luis Obispo’s (the City) Request for Proposal (RFP) No. FIN-BS-01 for Banking Services. We are confident that our proposal provides the City comprehensive solutions that meet the requirements outlined in the RFP, and will allow J.P. Morgan to continue to deliver value towards the mission of the City. As you know, we do business in San Luis Obispo and have a shared interest in its success. With 33 percent of constituents and 8,400 businesses already entrusting J.P. Morgan with their needs, we look forward to continuing and building upon our relationship with the City. The City has ambitious goals which includes Economic Resiliency, Cultural Vitality and Fiscal Sustainability. By collaborating with local providers, the City can implement initiatives that secure fiscally responsible and sustainable City operations. Selecting a strategic provider in your community that shares this vision and has the resources to execute it is critical, and the team at J.P. Morgan is dedicated to continually support the City of San Luis Obispo in a manner that aligns with your priorities. J.P. Morgan continues to lead the industry through our investment in solution development, technology and innovation. This positions us to provide market-leading platforms for banking and merchant services and present superior value to the City. We serve over 2,100 government clients nationally through our Government Banking specialized industry group. A banking provider with financial strength you can count on ●Our deposit base represents a stable source of funding for the Firm; total deposits of nearly $2.5 trillion represent balances both in our retail and wholesale businesses. ●We have total assets of nearly $4.4 trillion with exposures to a diverse group of wholesale and consumer markets. ●We have large reserve levels across all our wholesale and consumer businesses. ●Our credit ratings are strong, with bank-level long-term issuer ratings at Aa2/AA-/AA. Commitment to technology and innovation ●$18 billion annual investment in product development, technology and innovation which include investments in cybersecurity, emerging technology and the FinTech space. ●Our global cybersecurity team proactively and relentlessly focuses on protecting the firm, employees, customers and clients 24/7/365. Our Attack Simulation Team offers: Consultation services with cyber and fraud experts who can help you assess risks, implement controls and build a culture of vigilance in your organization Cyber Tabletop Exercises for interactive scenario-based event planning to prepare for a real event by stressing and refining your existing cyber or incident response playbook A message to San Luis Obispo Page 146 of 638 Cover Letter | 2 | Crisis Simulator that includes gamified scenarios covering today’s most prevalent attack vectors – phishing emails, ransomware attacks, data breaches and more First-rate pricing with loyalty incentives ●Our team has proposed competitive pricing for banking and merchant services. We have provided a loyalty credit of $80,000 to be applied to analysis and used within a twelve-month period upon award of banking services and an additional $20,000 relationship credit upon award of both banking and merchant services to be used within an fifteen-month period. ●Starting in 2025, the City’s parking programs have seen a substantial volume increase and, based upon your new operating model, we’ve reduced our Merchant Services pricing by a projected 48 percent providing $73,400 in annual savings for the City. ●J.P. Morgan is offering an excellent managed earnings credit rate of 305 bps to offset fees and a hard dollar interest rate of 295 bps on excess balances in a hybrid account. ●Avoid the costs of a banking and merchant services transition that include duplicate services, supplies and equipment along with the time commitment of hundreds of hours over the course of six plus months inclusive of requirements gathering, documentation, implementation calls, ERP testing and configuration, and production validation. Experienced firm and relationship team ●The City is supported by a highly skilled, qualified and local team. The expertise we offer and experience we’ve gained from supporting your operation in 2017 positions J.P. Morgan as the best choice to service the customized and complex requirements of the City. Whether through a phone call, a short walk from City Hall, or a few keystrokes away, we will continue to collaborate with the City to fully understand and proactively serve your evolving needs. ●Your local banker-led relationship team will be there each step of the way, throughout the process, and for the life of the relationship. With over 55 years of experience in the government sector and 150 years of Payments expertise globally, J.P. Morgan has a proven track record of assisting state and local governments and will continue to work with you with banking and merchant services that support the City’s needs. J.P. Morgan is excited to work with your goals, co-innovating and collaborating across every aspect of payments to help you accept, manage and pay out through out every stage of your growth. You can feel confident working with a provider that is #1 in Treasury Services (1), the #1 Merchant Services Acquirer in U.S. (2) and #1 U.S. credit card issuer(3). Your relationship team stands ready to deliver the full breadth of J.P. Morgan’s resources to the City. We live, work and volunteer in the City and are here to support your small businesses, employees, constituents, stakeholders and the communities you serve. Thank you for the opportunity to bid on your RFP. We want your business and will continue to deliver for the City of San Luis Obispo! Sean Hennessy Relationship Executive (213) 621-8187 sean.hennessy@jpmorgan.com (1) JPMorganChase 2025 Investor Day Presentation, (2) Nilson report issue 1282 (March 2025), by purchase volume and transaction count (3) JPMorganChase 2025 Investor Day Presentation Page 147 of 638 Cover Letter | 3 | Placeholder for section divider Executive summary Page 148 of 638 Executive Summary | 4 | Executive Summary Continuing to do business with the City of San Luis Obispo is an honor and a privilege. Since 2017, J.P. Morgan has provided the City with comprehensive banking and merchant services. During this time, we have collaborated regularly with City staff to provide solutions that create efficiencies in your day-to-day operations. As your relationship team, we have a deep understanding of your business and are able to meet the City’s financial needs, positioning you for future growth and change. J.P. Morgan continues to invest in our capabilities to offer government clients a proven banking provider to help control costs, optimize cash flow, reduce the risk of fraud, manage resources and make informed decisions. By selecting the most qualified bank, the City can increase efficiencies by leveraging a comprehensive suite of cash management products and tools. With decades of experience working with all levels of government, our Government Banking team will continue to provide the City with exemplary banking and merchant services, as demonstrated throughout our relationship. Our proposed solutions are composed of both required and recommended services that represent our understanding, ability, experience with other municipal governments throughout the country and our dedication to meeting your complete scope of needs. Furthermore, we are pleased to offer a loyalty credit of $100,000 for the award for both banking and merchant services. The benefit of no implementation, which can tie up resources, is a significant advantage. We also will waive the implementation costs of up to $8,750 for new services and product enhancements. Since banking with J.P. Morgan, we have helped enhance your processes by transitioning from Image Cash Letter to a scannable lockbox. We have grown with you as you've scaled up your merchant services, exemplified by the increase of devices and locations. We will continue to be a consultative provider, supporting your ongoing success. Achieving the City’s goals We will continue to share insights and perspectives to help your staff operate with maximum efficiency and to meet your objectives. We will continue to collaborate with your team to implement new innovative solutions that help drive operational outcomes, enhance automation and lower staff time spent on manual processes with a well- prepared strategic plan of proposed initiatives which align with your objectives. We consistently reevaluate this plan to stay current with your goals and priorities while providing reliable customer services that J.P. Morgan currently provides the City. You have access to a strong and stable financial institution Our financial stability is demonstrated by statistics (as of March 31, 2025): ●$681.7 billion in market capitalization ●$2.5 trillion in deposits ●$1.36 trillion in loans ●$351 billion total stockholder equity We also have Tier 1 capital Ratio and Total Capital Ratios of 16.5% and 18.2%, respectively; the ratios presented are calculated under the Basel III Fully Phased-In Approach. Page 149 of 638 Executive Summary | 5 | Have confidence that you’re working with an experienced relationship team Our Government Banking team is a specialized group of relationship managers dedicated to delivering solutions to state and local governments. We know the government sector intimately through our experience and deep commitment of serving more than 2,100 government clients. Innovating banking solutions and technology Take advantage of J.P. Morgan’s $18 billion technology budget dedicated to continually investing in new solutions leveraging evolving technology that will drive automation. Receivables ●Optimize lockbox operations with Decision Manager, a sophisticated service for wholesale and scannable lockbox, enabling efficient management of exceptions such as unbalanced transactions and checks without coupons. By setting tailored processing rules, you can seamlessly accept, reject or reprocess items through Receivables Online, ensuring smooth and effective transaction management. ●Enhance transaction processing with Remote Lockbox Capture, which offers seamless desktop and mobile scanning capabilities to capture checks, coupons and documents directly into your J.P. Morgan managed lockbox. This promotes efficient data management, flexible reporting and real-time access to transaction archives for up to 10 years. ●Improve cash management with Remote Cash Capture, featuring secure on-site Smart Safes and Cash Recyclers that provide daily deposit credit, counterfeit detection and online reporting. This service minimizes transportation costs and maximizes funds availability through collaborative relationships with Brinks, Loomis, Garda and Deposita. Payables ●Simplify check management with check print, an internet-based solution through J.P. Morgan Access®, our online portal, that streamlines check printing and distribution. Check print enhances fraud protection and offers peace of mind with integrated disaster recovery, all while reducing postage costs and optimizing payment processes. ●Transform payment processes with virtual card, a secure, credit card-based solution that converts paper payments to electronic transactions, reduces costs, generates revenue through rebates, extends Days Payable Outstanding (DPO) and seamlessly integrates into existing systems while eliminating 1099 reporting burdens. Page 150 of 638 Executive Summary | 6 | ● Enhance payment processes and maximizing operational efficiency through Integrating Banking for Oracle Fusion's ERP with J.P. Morgan, including J.P. Morgan's virtual card solution, providing seamless automation, improved control and expedited supplier payments, while benefiting from the security and potential rebates of digital transactions. Fraud prevention ● Strengthen payment security with J.P. Morgan's Account Validation and Entity Validation Services, offering real-time verification of account status and ownership alongside customizable risk criteria for entity data. These services are complemented by the Account Confidence Score (ACS) for AI-driven fraud risk assessment, maintaining compliance, reducing erroneous transactions and enabling proactive threat detection for confident decision-making. ● Improve financial planning with Cash Flow Intelligence (CFI), a forecasting application within our online portal that utilizes historical transaction data and machine learning to provide insightful cash flow analytics. This enables user-friendly data visualization and AI-driven short-to-midterm forecasting for enhanced cash flow understanding and planning. Industry leading merchant services solutions and technology Payments efficiency, security and accountability Demonstrating fiscal responsibility and accountability to constituents is critical for federal, state and local government entities. Everything from the payment methods and ease of payments the City offers, to how you protect personal data can be subject to scrutiny. J.P. Morgan offers solutions and strategies to help you achieve fiscal accountability and compliance, while elevating your constituents’ payment experience to improve revenue collection. Greater insight into operational efficiency Inherent complexities often make it difficult for government entities to obtain a holistic view of financial transactions and manage receivables from various departments. Our online reporting tool will continue to help you solve for these challenges and establish responsible accounting and tracking of all your payment transactions, providing you the ability to: ● View and export payment details and statements to assist with documentation and tracking ● Address chargebacks promptly ● Manage and reconcile payments by groups and departments ● Customize internal user entitlements to help make certain the right data is accessed by the right user Vast Experience in the Public Sector J.P. Morgan has processed payments for more than 35 years. We offer a wide range of solutions to meet your unique objectives and can advise you on strategies ranging from account set up and compliance to special interchange programs we have established for government organizations. Page 151 of 638 Executive Summary | 7 | Improved compliance and reduced risk Data breaches can quickly erode public confidence and damage your organization’s reputation. Government entities also face potential penalties for noncompliance with PCI standards and payment brands’ rules and regulations. To help the City improve compliance and reduce risk, we provide: ● PCI compliance-enabling technologies (e.g., masking and truncation, hosted pay page, tokenization and end-to-end encryption) ● Ongoing guidance on PCI regulations and periodic webinars regarding PCI regulations and fraud prevention Flexible payment options and minimized interchange fees To help remain fiscally sound, the City must minimize interchange fees and maximize payment collections. We will continue to help you determine whether each department is receiving the optimal interchange rates, and with some of your constituents reluctant or unable to pay in-full, we can help you improve revenue collections. This is accomplished by providing you the ability to: ● Accept major credit and debit card payments in-person, online, via mobile device or through mail order/telephone order ● Accept payments in-full or partial via installments ● Establish recurring billing ● Achieve proper merchant classification and setup, by department, to make sure the City is taking full advantage of available interchange categories We’re invested in your success Our mission is to support people, strengthen communities and advance local economies. We’re deeply dedicated to local growth and transformation while maintaining the richness and culture that’s so important to you. Page 152 of 638 Executive Summary | 8 | Building stronger communities together Our mission: Make a lasting difference JPMorganChase Commercial Banking provides capital, expertise and financial solutions to spur business growth and help make communities stronger. Because we know your success is your community’s success too. We focus on these areas to help power economic growth: ●Affordable housing ●Community Development ●Diverse and underserved businesses ●Government ●Green Economy ●Healthcare ●Higher education ●Minority Depository Institutions (MDIs) ●Midsize companies ●Nonprofits We invest in community: The strongest, most resilient communities are those with thriving educational systems, resources for people and businesses, and investments in infrastructure. Our contribution to the City of Luis Obispo in 2024 7+ branches 16 ATMs No. 1 in deposit market share Purchased $322,600 in goods and services We invest in technology: Our technology spend budget is $18 billion. This major commitment is your assurance that we are prepared and able to meet your needs and requirements during these turbulent economic conditions. Want to learn more about our mission and impact? Download our business overview or visit jpmorgan.com/CB-impact. Page 153 of 638 Executive Summary | 9 | Take advantage of favorable pricing and controlled bank fees The City’s financial health is our top priority and we want to show you what financial benefits we can offer you: Financial incentives summary Pricing and incentives Lock on pricing 10 years Loyalty credit (1) $100,000 Merchant Services pricing reduction (2) $73,400 Waiver yields potential interest earnings on average balance of $48 million $997,800 value Maximized liquidity Earnings credit rate 3.05% Hybrid demand deposit account rate 2.95% (1) Value based on the award of banking and merchant services to be applied to account analysis for the first 15 months following signed agreements. (2) Annual expected savings for the City based on projected transaction volumes and sales for new operating model Experience minimal impact when retaining us as your preferred provider You need to allocate resources when you change providers and the cost of change can be significant. Operational impacts often include: ● Duplicating processes for a period of time ● Allocating specialists to supervise all aspects of the transition ● Training receivables and payables staff ● Testing and running duplicate accounts ● Changing vendor payments You don’t need to allocate additional resources if you decide to retain us as your preferred provider. And if you decide to add products, we can leverage your existing infrastructure to minimize the resources needed to establish additional accounts, file transmissions and services. Save resources Avoid the burden and cost of switching banks Focus on increased efficiencies versus transition of current state Retain the knowledge of your support team currently serving you Page 154 of 638 Executive Summary | 10 | We stay one-step ahead when it comes to Government Banking Our government-first focus means we’re dedicated to providing the industry with innovative financial solutions and personalized client service. Our first-hand knowledge and understanding of today’s challenges comes from having supported government agencies and authorities with critical activities ranging from planning and development to tax processing, utilities, finance, procurement, public safety and disaster relief. We remain responsive to change because of our: ●Expertise: We have institutional banking knowledge gained through our more than more than 2,100 public agency clients and our Government Council resource ●Technology: Our tech innovations are funded by a technology budget of $18 billion that includes investments in cybersecurity ●Service: Stay up to date through regular relationship reviews, training opportunities and discussions with your local team ●One relationship: Leverage us to provide a broad assortment of services that can help reduce costs, improve services and better manage risks ●Onboarding: Your experienced onboarding specialist will facilitate your implementation of new services and provide you with insights and project visibility Our Government Council benefits you Each year, our Government Council hosts client webinars, provides articles on topics of interest, such as shared services and mobile payments, and participates in government conferences. Learn from your peers and government sector experts about best practices and innovative solutions. Our Government Industry Council consists of senior bank management, relationship managers, and industry and product experts who collaborate to help our products remain aligned with our clients’ financial, operational and regulatory requirements. The City maintains a voice in the Government Council. Your relationship team communicates feedback to the Council to provide recommendations for improvements to our products and services. Page 155 of 638 Executive Summary | 11 | Why J.P. Morgan We understand you’re making a big decision whether to change banks or maintain status quo. We ask you to consider the following as you review our response: ●The people and the experience: Implementation and service should be nothing short of outstanding. The bank you choose should exceed your expectations in planning, operational accuracy, troubleshooting, communication, sense of urgency, care and kindness. ●Thought leadership: The bank you select should employ the very best people in the industry who have the experience and expertise to apply best practices on a regular basis and keep you abreast of emerging technology and trends. ●New and different technology: You’re choosing a bank for its people and what the future holds. You enter a long-term strategic relationship and invest in that bank’s technology of the future. It’s important to understand your provider’s budget and roadmap. You should feel confident it has the resources and vision to stay ahead of rapidly changing technologies. ●Understanding of culture and vision: You deserve a highly experienced team of treasury experts that understands your needs, culture and vision for the future and the goals of each of your departments—both individually and as a whole. We understand you’re working to achieve efficiency and create a bright future. We know it’s all in the details. By selecting us as your primary provider, you’re choosing a proven and dependable institution focused on aligning your objectives with solutions to exceed your goals. In conclusion We welcome the opportunity to discuss our recommendations, while continuing to collaborate closely with you throughout our existing relationship. With over 55 years of experience in the government sector and more than 2,100 government clients, we’re prepared to support you at any juncture—enhancing risk management, boosting efficiencies and improving constituent service. We have the experience, the solutions and the people to effectively support your goals. We’re honored you have given us this opportunity and look forward to hearing your decision. The integrity and quality you expect. A proven commitment to exceptional service makes certain that what matters to you, matters to us. Our commitment Our government expertise is one of the many reasons clients choose J.P. Morgan Commercial Banking. We provide quality service, make it easy to do business with us and build long-lasting relationships based on client satisfaction. Page 156 of 638 -13- P. Proposal Submittal Summary The undersigned declares that she or he: ◼Has carefully examined Specification FIN-BS-01, which is hereby made a part of this proposal. ◼Is thoroughly familiar with its contents. ◼Is authorized to represent the proposing firm. ◼ q Agrees to perform the work as outlined in this proposal, except as modified by Bank’s RFP Response, including any exceptions thereto. Certificate of insurance attached; insurance company’s A.M. Best rating: please refer to ambest.com. Firm Name and Address Contact Phone Signature of Authorized Representative Date The information provided in Bank’s RFP Response is based upon information and belief, following due inquiry of other employees, officers, and agents of Bank, that the undersigned deems appropriate under the circumstances. JPMorgan Chase Bank, N.A. 1111 Polaris Parkway Columbus, OH 43240 Sean Hennessy (213) 621-8187 06/02/2025 4 4 4 4 Page 157 of 638 E. Financial Institution Profile | 13 | E. Financial Institution Profile 1. Provide a general overview of financial institution, customer service philosophy, and identification of the primary office or branch that the City will be assigned to and where the City will conduct its banking business. JPMorgan Chase & Co. (JPMorganChase) is a financial holding company. Its principal banking subsidiary is JPMorgan Chase Bank, N.A. (J.P. Morgan), a national banking association with branches in 48 states. Here are some other key distinctions we think you should know about us: ● Our principal nonbank subsidiary is J.P. Morgan Securities LLC (J.P. Morgan Securities), a United States (U.S.) broker- dealer. ● The firm’s principal operating subsidiary outside the U.S. is J.P. Morgan Securities PLC, a United Kingdom (U.K.)- based subsidiary of J.P. Morgan—wholly owned by JPMorganChase. ● JPMorganChase is a leading global financial services firm with assets of more than $4.4 trillion. ● A component of the Dow Jones industrial average, JPMorganChase has its corporate headquarters in New York. The firm serves millions of consumers in the U.S. and many of the world's most prominent corporate, institutional and government clients under the J.P. Morgan and Chase brands. Additional information about the firm is available at www.jpmorganchase.com. As of March 31, 2025, JPMorgan Chase has: • Headcount of 318,477 employees worldwide. • Market capitalization of $681.7 billion. • Deposits of $2.5 trillion. • Loans of $1.36 trillion. • Total stockholder equity of $351 billion. • Tier 1 and total risk-based capital ratios 16.5% and 18.2%, respectively. The ratios presented are calculated under the Basel III Fully Phased-In Approach. WE’RE STRONG IN NUMBERS JPMorganChase has a global reach We have 141 locations across the U.S. and 34 major international cities. Commercial Banking provides comprehensive financial solutions, including: Lending Treasury services Investment banking Asset management Page 158 of 638 E.Financial Institution Profile | 14 | History of our firm The story of JPMorganChase and our legacy institutions reaches back more than 200 years. Since then, we’ve amassed more than 1,200 financial institutions and become one of the largest banks in the U.S. and one of the premier financial institutions in the world. Highlights of our history Figure 1 These predecessors, and many more, delivered innovations in finance to help grow the U.S. and global economies. Primary location The closest branch to your corporate office is located at 1235 Chorro St, San Luis Obispo CA, 93401. You have an experienced and reliable government relationship team located in Los Angeles, CA. The team will be responsible for responding to your inquiries and requests for services, while tending to daily activities regarding your financial matters and accounts. This team is made up of professionals that provide answers by taking time to understand your business, listening carefully and proactively providing ideas. Customer service philosophy We focus on delivering an outstanding service experience. This is evident in the investment we make in our people, and the significant improvements we make in our infrastructure and technology. We believe the greatest value we can bring to you is understanding your business and organization, being prompt and proactive in our communication and providing the service that makes life easier for you. J.P. Morgan’s management philosophy approach is built on specialized relationship management, risk mitigation, long-term partnership and innovation. Dedicated teams with deep public sector expertise work closely with clients to understand their unique needs. We believe in empowering our team members to make informed decisions that align with our strategic goals and client expectations. Page 159 of 638 E.Financial Institution Profile | 15 | 2.Describe the financial institution's experience in providing similar services for other public clients. Please include the number of public agency clients, the dollar amount of public funds on deposit, and financial institution's knowledge of and adherence to the California Government Code and other applicable laws. J.P. Morgan is aware of and complies with the California Government Code and other applicable laws. With decades of experience working with all levels of government, including entities like the City, our government banking team has developed expertise through working with federal, state and large local government entities. More than 2,100 government clients choose J.P. Morgan for treasury services. Our commitment to the government sector is founded in a shared belief that efficient and responsive public administration is essential to serving the needs of individuals and communities. Most importantly, we can leverage best practices and solutions implemented for other public sector clients with similar requirements to provide them with the best solution. Each year our Government Council hosts client webinars, provides whitepapers on topics of interest such as shared services and mobile payments, and participates in government conferences. The City can learn from your peers and government sector experts how to leverage best practices and solutions. J.P. Morgan has been designated a depository for funds of the City in the manner required by applicable law. Please refer to our Mandatory Local Agency Pool below. California General Collateral Information (Mandatory Local Agency Pool JPMorgan Chase Bank, N.A. (the Bank), through its National Collateral Management Group (NCMG), employs a Bank developed Corporate Collateral Management System (CCM), which provides daily monitoring of deposit balances and security value for collateralization purposes. CCM is reviewed each Federal Reserve banking day by dedicated Collateral Managers for compliance with collateral requirements. Collateral requirements are based upon the end-of-day ledger balances in deposit accounts (demand and time deposits) (plus accrued interest if any), less applicable FDIC coverage if coverage for insured balances is appropriately waived, plus applicable margin (10%). The end-of-day deposit balances are uploaded into CCM the following Federal Reserve banking day morning from the Bank's deposit system. NCMG monitors the market value of collateral pledged to our customers and compares the market value to the collateral requirements. In the event a market value reduction or increase in deposit level creates an under-collateralized position, additional collateral will be pledged promptly. Collateral is pooled for all Local Agency Government Customers and State Agency Customers The Bank follows the collateralization process (California Pool) established by California law and procedures of the Local Agency Security Program (LASP) Administrator. In addition, the Bank follows the collateralization process established by California law for State Agency customers. The State’s own deposits are directly collateralized. Types of Collateral Pledged The Bank is currently pledging U.S. Treasury securities to secure Local Agency deposits and State Agency deposits. The amount and types of collateral pledged are subject to change, but will be in accordance with the California Government Code (for Local Agency deposits, Government Code §§ 53651, 53651.2, 53651.6 and rules established by the LASP Administrator; and for State Agency Deposits, Government Code § 16522). Page 160 of 638 E. Financial Institution Profile | 16 | Custodian for the Collateral Securities The Bank currently employs The Bank of New York Mellon as third-party custodian to hold collateral for the LASP; and the Federal Reserve Bank, which account is controlled by the State Treasurer for the State Agency accounts. Collateral Priced/Marked to Market The Bank uses an independent, third-party pricing agent for collateral valuation. Dependent upon the types of securities pledged, the Bank will update security prices (marked to market) daily, weekly and monthly, as provided by the pricing agent. The Bank of New York Mellon also prices pledged securities daily, weekly and monthly, dependent upon the types of securities pledged as collateral. Departments Responsible for Tracking Collateral and Reporting to the State The Bank has two groups for tracking collateral and reporting: Firmwide Regulatory Reporting and Analysis (FRRA), which conducts all reporting to the LASP Administrator, and NCMG, which conducts security pledging (and other collateral transactions) with the LASP Administrator. Collateral Reporting The Bank is required to provide reporting to the LASP Administrator in such frequency and in such format as described in California law and LASP rules. The Bank is unable to provide collateral reporting for LASP pool program customers because the collateral pledged covers all California Pool participants and is not segregated to a specific customer. Request of proof of collateralization for LASP pool program customers can be submitted to: Department of Business Oversight Division of Financial Institutions One Sansome Street, STE 600 San Francisco, CA 94104-4428 Phone: (415) 542-6305 Fax: (415) 263-8508 Joe Lam, Joe.Lam@dfpi.ca.gov Page 161 of 638 F. Staffing | 17 | F.Staffing 1.Provide resumes of financial institution officers that will be directly involved in the management of the City account; who the primary contact will be; and what, if any, experience these officers have in working with public clients, including the number of years with the proposer's bank. Part of our commitment to you is having the appropriate individuals assigned to your relationship team and providing outstanding client service. We recognize the importance of providing premier client service and we are dedicated to delivering a quality of service that not only meet your expectations, but also exceeds industry standards. We take a consultative team approach to building relationships with our clients. We will continue to assign a skilled relationship team, which is made up of professionals with a variety of expertise, providing individual answers by taking the time to understand your business, listening carefully and proactively providing targeted ideas to energize your business. Brief biographies and contact information of your relationship team are provided on the following pages. Page 162 of 638 F. Staffing | 18 | Sean Hennessy Role Commercial Banker Address 300 S Grand Ave, Floor 03 Los Angeles, CA 90071-3109 Phone (213)621-8187 Email sean.hennessy@jpmorgan.com Responsibilities Sean is a Commercial Banker in J.P. Morgan’s dedicated national practice of supporting state and local government. In this capacity, he is responsible for managing J.P. Morgan’s relationships with municipal agencies and authorities in Southern and Central California. With a focus on first class client experience and solution delivery, Sean: •Serves as the primary point of contact and communication for the resources and capabilities of J.P. Morgan’s Commercial Bank •Recommends solutions and services that meet client needs and goals, including credit, equipment financing, liquidity, payables, receivables, and operating bank services •Oversees solution pricing, implementation, maintenance, and ongoing support •Addresses overall client satisfaction with their banking relationship Biography Sean Hennessy is known to governmental entities as dedicated, resourceful and solution-oriented leader. Sean has more than 20 years of professional experience in banking, financial services, and payments, from various leadership, relationship management, product development and project management roles. Sean has been with J.P. Morgan for 9 years. Prior to his current responsibilities, Sean worked in J.P. Morgan’s Client Solutions and Implementation organization. He worked as a Security Services complex implementation manager supporting asset owners and asset managers. Prior to joining J.P. Morgan, he led Morgan Stanley’s OTC Clearing Change the Bank program for Collateral Management in North America. He managed a team responsible for the full project lifecycle for the margin and collateral, billing and settlements program including business requirements gathering, documentation, process and infrastructural design, testing, production implementation, and maintenance. Sean is a graduate from Loyola University in Baltimore with a Bachelor of Business Administration and a concentration in Finance. In his community, he currently serves on the Associate Board of the California Chapter of America Needs You. Page 163 of 638 F. Staffing | 19 | James Calucin Role Treasury Management Officer Address 300 S Grand Ave, Floor 03 Los Angeles, CA 90071-3109 Phone (213) 621-8437 Email james.calucin@jpmorgan.com Responsibilities James will continue to assist the City in resolving working capital and efficiency challenges by providing information and offering ideas from J.P. Morgan’s Treasury Services team. He will: • Recommend cash flow optimization strategies, including ways to streamline financial processes • Assist you in realizing day-to-day operational efficiencies in alignment with your treasury service goals • Provide targeted information to you about new products, market developments and industry trends • Monitor the City’s implementation for successful service delivery Biography James Calucin is a seasoned professional with nearly 20 years of experience in the banking industry and has been with J.P. Morgan for 4 years. He began his career in customer service call center, quickly advancing to various leadership roles. His journey led him to join the Government, Healthcare, Higher Education and Not-for-Profit banking team as a dedicated Client Service Officer, supporting the Pacific region. James then transitioned to the Government Team as an Associate Relationship Manager, where he has been serving government clients for the past decade. Currently, James holds the position of Treasury Management Officer, supporting the Southern California Government Banking team. His expertise lies in sharing best practices to help clients achieve both short and long-term goals, seeking solutions to improve operational efficiencies, responding to inquiries and facilitating strategic growth as the industry evolves. James is committed to understanding each organization he works with and assisting cities with technological enhancements, making sure they are well-equipped to navigate the changing landscape of the banking sector. Page 164 of 638 F. Staffing | 20 | Briana Morales Role Treasury Services Sales Associate Address 300 S Grand Ave, Floor 03 Los Angeles, CA 90071-3109 Phone (310)213-1082 Email briana.a.morales@jpmorgan.com Responsibilities Briana will continue to work with James your treasury management officer, to identify and understand the City’s cash management objectives and formulate recommendations and solutions. She will: •Initiate and monitor the implementation of all your contracted services •Review the first set of analysis statements for accurate billing •Analyze your existing account structure to uncover cost savings opportunities and potential product enhancements •Support a successful client relationship, including conducting annual client reviews with your treasury management officer Biography Briana is a dedicated Banking Associate with growing expertise in treasury management. Briana has been with the firm for 3 years. She’s dedicated to optimizing financial resources and delivering customized solutions that meet client needs. She is known for her strategic insight and dedication to fostering strong client relationships. Briana excels at developing innovative financial strategies that proactively drive success and enhance relationships. Her academic background, including an MBA, further supports her qualifications and ability to deliver exceptional service and strategic guidance. Page 165 of 638 F. Staffing | 21 | Carl Konecek Role Senior Commercial Card Sales Manager Address 201 N Central Ave, Floor 21 Phoenix, AZ 85004-0073 Phone (602) 402-1933 Email carl.konecek@jpmchase.com Responsibilities Carl will oversee the City’s experience by working closely with treasury management officers and relationship bankers to uncover new Commercial Card opportunities. He will be directly involved in your contracting process and implementation phase to make sure there is effective delivery of what was demonstrated during the sales process. Biography Carl Konecek is the City’s specialist for this initiative with this engagement during the RFP process, implementation and post go-live. Carl will be responsible for all activities to provide for the success of your program by contracting, identifying and managing J.P. Morgan’s implementation resources, and providing a successful handoff to your designated relationship manager. Carl is engaged throughout the process to make certain that all client expectations are exceeded, best practices have been shared, additional spend opportunities identified, additional resources engaged, and issues resolved as needed. Carl has 18 years of commercial card experience, including 15 years with J.P. Morgan and has worked with 100+ public sector clients. Page 166 of 638 F. Staffing | 22 | Jeremy Appel Role Executive Director, Client Solutions Specialist, Receivables, Government Address 1390 S. Main St., Floor 02 Walnut Creek, CA 94596-5194, United States Phone (925) 385-0768 Email jeremy.l.appel@jpmorgan.com Responsibilities Jeremy is Government receivables, Client Solutions Specialist supporting the City’s relationship. He provides client- centric solutions and subject matter expertise across J.P. Morgan’s portfolio of Receivables products. He assists clients in identifying opportunities to optimize their working capital, gain operating efficiencies, mitigate risk and achieve other objectives related to payment collection, integration, reporting and reconciliation. Biography Jeremy has also served the bank in a variety of other roles including product solutions delivery, implementation, and product management supporting an array of products and segments, and has particular depth in electronic payments and government. Prior to joining J.P. Morgan in 2006, Jeremy held various sales, marketing, consulting and product management roles across card, network, mobile and security industries. Jeremy has a Bachelor of Arts degree from the University of Wisconsin, Madison in Sociology and Philosophy, as well as a Masters of Business Administration in Marketing and International Business from DePaul University’s Kellstadt Graduate School of Business. Page 167 of 638 F. Staffing | 23 | Cameron Vignati Role Client Service Associate Address 150 W University Dr, Floor 03 Tempe, AZ 85281-3640 Phone (602) 221-3456 Email cameron.vignati@chase.com Responsibilities Cameron continues to serve as your primary point of contact and as a proactive resource for the City’s banking service needs. He will facilitate the timely resolution of all service issues with his understanding of all aspects of our Treasury Services’ product functionality and technology. For day-to-day matters, he will: •Resolve the City’s inquires including credit/debit confirmations, cancellations of payments, amendments of payment instructions, funds transfer inquires and other treasury service matters •Identify and resolve operational inquiries in a timely manner •Share his specialized knowledge of fraud prevention tools and provide advice on asset and data protection strategies •Facilitate the opening of additional accounts Cameron works with a team of client service associates who will provide consistent, reliable, and timely service support. Biography Cameron Vignati is an energetic and results-oriented professional with more than 15 years of banking experience, primarily in the areas of consumer banking, business banking and commercial banking client service. He has been with J.P. Morgan for 16 years. His goal is to understand your organization in a way that allows him to bring detailed insight and value to each interaction. Page 168 of 638 F. Staffing | 24 | Nick Schrenkeisen Role Merchant Services, Relationship Manager II Address 1861 Communications Pkwy, Building A Plano, TX 75024 Phone (972)324-1856 Email Nick.Schrenkeisen@Chase.com Responsibilities •Works with you prior to and throughout the merchant services implementation process •Conducts quarterly relationship reviews with you to identify potential customer-level fraud exposure and recommend appropriate products. •Provides analytic support for interchange management to enable the City to qualify transactions at the lowest rates possible Biography As your dedicated service professional, Nick is your single point of contact for your account servicing needs. With over 15 years of servicing clients, Nick will make sure all your requests and questions are handled promptly, thoroughly and to your compete satisfaction. Nick has held positions in multiple areas of business servicing both internal and external clients. He is committed to providing exceptional service and has earned recognition many times for the level of support he has provided. You will have a peace of mind knowing that you have dedicated service professionals and the vast resources of Chase working for you and we’re confident you will be able to stay focused on growing your business and meeting your goals 2.Describe your bank policy on changing the primary contact person on an account While we do not anticipate a change in the City’s relationship team at J.P. Morgan, we will notify the City promptly if such a change were to occur. If a change occurs, the bank management we will make it a high priority to help smooth the transition and schedule introductions to the City’s team. Page 169 of 638 G. Banking Services | 25 | G.Banking Services 1.Describe the financial institution's ability to provide the banking services described in Section III, Scope of Services, above and to what extent, if any, the service is automated. J.P. Morgan can continue to accommodate the accounts and services outlined in section B. Scope of Work (pages 3-4 listed in the City’s RFP. J.P. Morgan is a qualified depository for public funds in California and complies with the collateralization processes established by California Code. The bank complies with the collateralization processes established by California Code and procedures of the LASP Administrator. Connect your way—J.P. Morgan Access With J.P. Morgan Access, the City continues to receive a highly intuitive and easy to use, cash management solution that seamlessly integrates all treasury activities through a secure portal using a single authentication process. Whether you keep cash in one or multiple accounts, our banking portal puts critical cash management information and tools at your fingertips, and the unparalleled experience of J.P. Morgan at your service. Advantage for the City: J.P. Morgan Access ranked #1 in payments and treasury management. 2024 Coalition Greenwich Digital Banking Benchmark study A variety of channels The four channels of J.P. Morgan Access—Online, Mobile, Integrated Solution for Excel and File Transmission—are designed to save treasury professionals time by integrating everything you need in one place. Online: Our online portal represents a simple, intuitive and multi-functional channel that continues to provide rich information and transaction capabilities with a single sign-on to product applications across the Treasury Services product line. Comprehensive functionality provides secure, seamless access to products across our services. Review and manage data, customize treasury activities, initiate payments, coordinate entitlements and manage tasks with a single point of access to cash management. 2.Describe how interest will be calculated and credited on all accounts. Be specific. The Hybrid DDA offers a solution similar to the functionality of an overnight sweep service. In the Hybrid DDA solution, balances earn an earnings credit allowance up to a predetermined threshold to offset bank service fees with balances above the threshold earning hard dollar interest. Thus, instead of sweeping to a separate account each night, your excess balance remains in the DDA and earns interest. Page 170 of 638 G. Banking Services | 26 | Additionally, the Hybrid DDA does not have an investment cap like an end-of-day money market fund (MMF) sweep solution. Balances up to a predetermined threshold (“the peg balance”) earn an earnings credit allowance at the proposed earnings credit rate of 3.05%. Funds up to the peg balance are used to offset bank service fees. Balances above the peg balance threshold earn hard dollar interest at a proposed rate of 2.95%. Interest accrues daily and is paid monthly. The below illustrates how the Hybrid DDA works. Hybrid DDA structure Figure 2 The peg balance can be changed at any time prior to the next billing cycle (and applied on a go forward basis) to adjust for unplanned changes in service fees (e.g., significant volume changes, service additions/deletions, to compensate for periods in which minimum balance levels fall below the peg balance amount). Calculation of ECR and interest The earnings credit rate and interest rate are bank managed rates that are reviewed and updated periodically by us after considering a range of factors, including the market rate environment. Using a managed rate helps maintain pricing flexibility while also helping protect you from the short-term rate volatility that could result from using an indexed rate. The earnings credit allowance is calculated and applied on a monthly basis on the balances up to the peg balance threshold. Page 171 of 638 G. Banking Services | 27 | Monthly earnings credit allowance calculation (Average monthly investable balance x ECR x actual number of days in month) Actual number of days in year Hard dollar interest accrues on a daily basis on the closing daily balance above the ECR peg and is paid on a monthly basis. Daily interest accrual calculation (Daily positive collected balance above the peg x account interest rate) Actual number of days in year 3.What is the ledger cutoff time for deposits at the financial institution's local branch and at the financial institution's Processing Center? What time would the financial institution propose to schedule the daily courier collection to ensure the deposits meet this deadline? The City will receive same-day funds availability for cash deposits, incoming wire, ACH transactions and checks drawn on J.P. Morgan. The cutoff time for each transaction is detailed below. Deposit cutoff times Cash deposits Branch deposits Times vary by location, but are typically between 5:00 p.m. and 6:00 p.m. branch time. Branch night drop deposits 7:30 a.m. branch time. •Select branches offer a second opening in the early afternoon. Deposit cutoff times are clearly indicated on the face of the each depository, as required by law. ATM deposits 8:00 p.m. PDT. •Deposit cutoff times are clearly posted at each ATM. Vault Our Los Angeles, CA vault has the following cutoff times: •Cash-only deposit: 8:00 p.m. •Mixed (cash and check): 5 :00 p.m. •Check-only: 5 :00 p.m. Electronic deposits Wire transfers Wire transfers are credited and available in near real time throughout the day. The cutoff time for incoming credits is the close of Fedwire, which is 2:45 p.m. PT. ACH For ACH credits, the City will receive availability (memo post) for ACH collection on opening of the business day on the settlement date. A hard post of the funds will occur at the end of the business day. For ACH debits, any same-day originations will be settled at the end of the business day. Page 172 of 638 G. Banking Services | 28 | 4.Describe in detail the financial institution's procedures for handling deposit adjustments. What documentation on discrepancies does the financial institution provide? Is the documentation different for cash deposits and check deposits? What is the minimum adjustment amount? How soon would support documentation of a deposit discrepancy be provided to the City? Should any discrepancies arise, you can request an email notification of adjustment information, a mailed advice on the day following verification or access to our Web Currency Services portal to view your account detail. The choice is made during implementation and can be updated by contacting your Client Service Associate. Web Currency Services is online in real time and available 24 hours per day with the bank’s nationwide vault network. Web Currency Services helps you resolve internal inquiries and provide a holistic view of ordering transactions. Authorized users can view historical order activities, use filters to narrow a search for an order to view denomination details and edit or cancel an order online. Filter by location name or location number to quickly isolate a specific location’s activity. Searches can be performed with up to 24 months of historical transactions on file. For further analysis, export the data to Excel or CSV format. The City can also set up alerts in Web Currency Services. Automatic alerts warn you of transactions that require attention. An automatic system alert icon notifies your staff of orders that have been canceled or declined, and adjustments over specified thresholds. Adjustments will post electronically to J.P. Morgan Access and to your bank statement. A cash credit or debit adjustment with the dollar amount, the City account number, original deposit amount, original deposit date, processing vault ID and adjustment reason will be included. 5.Describe the financial institution's returned item handling and notification procedures. Is an automatic re-clearing option available? How long does it take for returned items to be sent to the City? What is the notification process? Your return item handling instructions are maintained within a comprehensive database at the bank. During the check clearing process, the paying bank may return deposited checks for a number of reasons, including non-sufficient funds (NSF), uncollected funds, stop payment and account closed. We route most returned items through the Federal Reserve System to regional return processing areas. After processing the City’s return items per your handling instructions, the return system generates a debit to the designated demand deposit account (DDA). We match the actual return items to a return item advice and send them per the established notification instructions. The return advice lists the dollar amount and the reason for return for each item. We help setup the solutions to meet your needs in managing returned checks. We can provide a variety of optional services for handling return items, including: ●Posting options ●Notification options ●Automatic redeposit ●Store/location reporting Page 173 of 638 G. Banking Services | 29 | ● Centralized returns ● Re-presented Check Entry (RCK) Online image viewing via our online portal The online portal allows the City next-day access to return and redeposit item information and images. This solution allows your authorized users to electronically retrieve returns and redeposited item images. Our portal provides secure 24-hour, high-speed online access to your return and redeposit images. To find an image, run a Returns and Exceptions Report or the Balance and Transaction Report on the online portal. The front and back of the returned item is available. Then click on the icon for the return item image to view, print or export the image. Return item notification and reporting The City receives email notification as text-only or as text with image delivered via encrypted secure email. The email message contains the return item detail, and a separate attachment contains the returns images (front and back). We offer flexibility: ● Group email addresses ● Choice of returns only, redeposits only, returns and redeposits, items over a certain amount ● Timing for email notification, such as immediate, hourly, end-of-day Information reporting View all return debits via J.P. Morgan Access. The data available depends on the posting option—single item or lump sum—that you select. Current day Throughout the day, your available balances are reduced to account for the end-of-day posting of returned items and for redeposit float Each item is a reportable transaction and contains summary information: transaction type, check number and dollar amount. We process all returned items received during the day, which may be after the end of your business day. Page 174 of 638 G.Banking Services | 30 | 6.Describe the financial institution's stop payment service and features. Can stop payments be entered online? How long is a stop payment effective? Stop payments can be placed through our online portal, J.P. Morgan Access, by an authorized user at any of the City’s locations, either directly from the “Stops” function, or more efficiently, by using the “Inquiry” function, where the check numbers are validated against the issued items. Additionally, stops can be sent via a file transmission. When placing stops, the system searches 90 days of transaction history to identify if the check has been paid (extended retention periods are available). If our records show the check has been paid, the system will report the date the item was paid. Once the stop payment is submitted, the City will receive online confirmation of the successful stop request. This can be printed or downloaded as needed. Furthermore, stop payment activity reports are available through the banking portal. Stop payments are effective for one year and will automatically renew annually for six additional years unless revoked. 7.Provide a copy of the availability schedule that would apply to deposits into the City accounts. Please refer to Appendix 3 for our availability schedules. 8.List the address of all branch offices in the City's vicinity. 9.Provide a list of the financial institution's holidays. Below is a schedule of days the bank’s processing centers will be closed. 2025 U.S. holiday schedule Wednesday, January 1, 2025 New Year's Day Monday, January 20, 2025 Martin Luther King Jr. Day Monday, February 17, 2025 President’s Day Monday, May 26, 2025 Memorial Day Branch Offices Branch Name Chorro Rancho Pkwy and West Address 1235 Chorro Street San Luis Obispo, CA 93401 900 Rancho Pkwy Arroyo Grande CA 934020 Telephone Number (805) 595-5602 (805) 481-7006 Page 175 of 638 G. Banking Services | 31 | 2025 U.S. holiday schedule Thursday, June 19, 2025 Juneteenth National Independence Day Friday, July 4, 2025 Independence Day Monday, September 1, 2025 Labor Day Tuesday, November 11, 2025 Veterans Day Thursday, November 27, 2025 Thanksgiving Day Thursday, December 25, 2025 Christmas Day 10.Describe how the financial institution will collateralize the City deposits. J.P. Morgan has been designated a depository for funds of the City in the manner required by applicable law. Please refer to the section Collateral is pooled for all Local Agency Government Customers and State Agency Customers below. California General Collateral Information (Mandatory Local Agency Pool) JPMorgan Chase Bank, N.A. (the Bank), through its National Collateral Management Group (NCMG), employs a Bank developed Corporate Collateral Management System (CCM), which provides daily monitoring of deposit balances and security value for collateralization purposes. CCM is reviewed each Federal Reserve banking day by dedicated Collateral Managers for compliance with collateral requirements. Collateral requirements are based upon the end-of-day ledger balances in deposit accounts (demand and time deposits) (plus accrued interest if any), less applicable FDIC coverage if coverage for insured balances is appropriately waived, plus applicable margin (10%). The end-of-day deposit balances are uploaded into CCM the following Federal Reserve banking day morning from the Bank's deposit system. NCMG monitors the market value of collateral pledged to our customers and compares the market value to the collateral requirements. In the event a market value reduction or increase in deposit level creates an under-collateralized position, additional collateral will be pledged promptly. Collateral is pooled for all Local Agency Government Customers and State Agency Customers The Bank follows the collateralization process (California Pool) established by California law and procedures of the Local Agency Security Program (LASP) Administrator. In addition, the Bank follows the collateralization process established by California law for State Agency customers. The State’s own deposits are directly collateralized. Types of Collateral Pledged The Bank is currently pledging U.S. Treasury securities to secure Local Agency deposits and State Agency deposits. The amount and types of collateral pledged are subject to change, but will be in accordance with the California Government Code (for Local Agency deposits, Government Code §§ 53651, 53651.2, 53651.6 and rules established by the LASP Administrator; and for State Agency Deposits, Government Code § 16522). Page 176 of 638 G. Banking Services | 32 | Custodian for the Collateral Securities The Bank currently employs The Bank of New York Mellon as third-party custodian to hold collateral for the LASP; and the Federal Reserve Bank, which account is controlled by the State Treasurer for the State Agency accounts. Collateral Priced/Marked to Market The Bank uses an independent, third-party pricing agent for collateral valuation. Dependent upon the types of securities pledged, the Bank will update security prices (marked to market) daily, weekly and monthly, as provided by the pricing agent. The Bank of New York Mellon also prices pledged securities daily, weekly and monthly, dependent upon the types of securities pledged as collateral. Departments Responsible for Tracking Collateral and Reporting to the State The Bank has two groups for tracking collateral and reporting: Firmwide Regulatory Reporting and Analysis (FRRA), which conducts all reporting to the LASP Administrator, and NCMG, which conducts security pledging (and other collateral transactions) with the LASP Administrator. Collateral Reporting The Bank is required to provide reporting to the LASP Administrator in such frequency and in such format as described in California law and LASP rules. The Bank is unable to provide collateral reporting for LASP pool program customers because the collateral pledged covers all California Pool participants and is not segregated to a specific customer. Request of proof of collateralization for LASP pool program customers can be submitted to: Department of Business Oversight Division of Financial Institutions One Sansome Street, STE 600 San Francisco, CA 94104-4428 Phone: (415) 542-6305 Fax: (415) 263-8508 Joe Lam, Joe.Lam@dfpi.ca.gov 11. Provide a detailed description of the controls in place to ensure the integrity of the funds transfer system. J.P. Morgan Access allows complete flexibility for the City to designate the rights of each user on the platform, and provides comprehensive and configurable user entitlements, limits and approval workflow to provide optimal control. Available services accommodate a wide range of security options, including dual control among users and daily or transaction limits. Each user can be restricted by dollar amount and function. Dollar amounts may be either single transaction, daily aggregate or both. By separating duties, accounts and approval workflows, you can help reduce the risk of fraud or compromised data. Your security administrators are the only individuals able to assign users with transaction initiation privileges. Page 177 of 638 G. Banking Services | 33 | Standard security administrator model Figure 3 *You may waive the requirement that a security administrator cannot make a change to their own profile providing a second security administrator approves those changes. Additionally, J.P. Morgan Access automatically prevents a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. At the point of release, the application requires that two different users be involved in the payment life cycle, which includes the creation, approval and release of the payment, as well as the creation, approval and activation of any underlying template. Therefore, even if users have all three entitlements, they will still not be able to take all three actions on a payment on their own. 12. Describe the types and amounts of insurance and bonding carried. Please see Appendix 4 for a copy of our Certificate of Liability Insurance. 13. Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's treasury management operations. Our Integrated Digital Solutions Demos site hosts overview videos of the capabilities developed by J.P. Morgan for Oracle Fusion, Microsoft Excel and Cash Flow Intelligence. Learn about these solutions here:https://digital.jpmorgan.com/integrated-digital-solution-demos/index.html. We have gained considerable experience in pairing and tailoring our products to the specific needs of our public entity clients. Our experience with various situations, along with our ability to develop effective and relevant solutions, have earned an impressive reputation within the public sector . Please refer to the following descriptions of the optional, value added services and products that are most relevant to the City’s current situation in section K. Additional Services. Page 178 of 638 G. Banking Services | 34 | 14. Does the financial institution guarantee payment of all items even if it results in the account being overdrawn temporarily for the day? If not, what fees will be charged for such services. J.P. Morgan will guarantee payment of all items even if it results in the account being overdrawn temporarily for the day. 15. Does the financial institution have the ability to confirm the clearing status of a check as an online service? Yes. The City can continue to receive image history inquiry for seven to ten years with our banking portal. Perform an advanced upfront check search functionality that provides you with the status of each check. Your users can perform single and range-based searches by account number, check number and amount, sequence number, paid and issue dates and payee name. The results tell you whether the check is still outstanding, has an active or revoked stop, is canceled (voided), was returned or has paid. Additionally, batches of images can be requested in an offline request mode for more efficient origination of larger numbers of requests. 16. Describe how to receive copies of paid items. How long does it take to obtain a copy of a paid check? Is this service available online? We will continue to offer paid item images to the City online via J.P. Morgan Access. You will retrieve paid images in seconds, compared with hours or even days for physical retrieval. You will receive image history inquires for seven to ten years with our banking portal. Perform an advanced upfront check search functionality that provides you with the status of each check. Your users can perform single and range-based searches by account number, check number and amount, sequence number, paid and issue dates and payee name. The results tell you whether the check is still outstanding, has an active or revoked stop, is canceled (voided), was returned or has paid. Additionally, batches of images can be requested in an offline request mode for more efficient origination of larger numbers of requests. 17. Does the financial institution offer online imaging service? If so, please describe the service, the costs associated with this service and how long images are available online. Yes, we offer paid item images in different media to continue meet the City’s image strategy. Options for paid check images are: ● Online via J.P. Morgan Access: Retrieve in seconds, compared with hours or even days for physical retrieval and the quality of the reproduced image is extremely clear (see image example below) ● Image transmission: Receive fast, automated image files directly transmitted to your internal check archive for high-volume clients Page 179 of 638 G. Banking Services | 35 | Online image access Receive image history inquiry for seven to ten years with our banking portal. Perform an advanced upfront check search functionality that provides you with the status of each check. Your users can perform single and range-based searches by account number, check number and amount, sequence number, paid and issue dates and payee name. The results tell you whether the check is still outstanding, has an active or revoked stop, is canceled (voided), was returned or has paid. Additionally, batches of images can be requested in an offline request mode for more efficient origination of larger numbers of requests. Sample check image Figure 4 Long-term online check image retrieval Your authorized users may access paid check images online for accounts with appropriate entitlements and initiate a search using various search fields—account number, check number, paid date, dollar value, payee name or customized fields, such as general ledger number or vendor number. Our portal displays search results online where users select an individual item and view the corresponding image. Images are stored and available for online retrieval for a standard period of 7 years, with the option of extending to 10 years. Page 180 of 638 G. Banking Services | 36 | Image transmission We can provide image files daily, weekly or monthly. An index is also provided with the tiff images. There is no specific image viewing software required to view the images. Please see the image file specifications provided in Appendix 5 Check Image Transmission Format guide. For costs, please refer for to our pricing pro forma in Appendix 1. 18.The City collects and deposits parking meter coin. The coin is picked up by the bank's armored car service three times per week, transported to the bank's central cash vault, counted and deposited into the City general checking account. ●Does the financial institution offer a coin counting and deposit service? ●Please describe the process. ●What is the charge for this service? J.P. Morgan will continue to collect your coin and currency as we do today. We accept coin for deposit at vault, branch and night drop locations. We recommend the City continue to contract with the third-party armored car service of your choice. To assist the City with the high cost of courier, we are offering the ability to reflect service charges from your contracted courier through your account analysis billing with J.P. Morgan. This can allow the City to use earnings credit on your deposits to offset costs. Details about vault, branch and night drop deposits ●Regular deposits may contain up to $10 in coin ●Deposits with greater than $10 in coin should be placed in disposable plastic bags specifically made to accommodate large coin deposits ●Bags should weigh less than 50 pounds each ●Bulk coin deposits are not accepted at branches and go to corporate vaults ●Coin deposits greater than $10 should not be rolled and may have delayed credit There are price incentives for preparing standard coin bags, sorted by denomination into Fed-standard dollar amounts. The bank accepts mixed and partial bags of coin with a declared value through the vault. Please see the pricing section of this proposal for associated fees located in Appendix 1. Page 181 of 638 G.Banking Services | 37 | 19.The City transacts State of California Local Agency Investment Fund (LAIF) transfers on a regular basis and receives electronic funds payments for deposit of various State and county apportionments. ●Is the financial institution an approved State of California depository? If so, provide documentation to demonstrate the necessary authority to serve as the City's treasury and provide banking services in this RFP. JPMorgan Chase Bank, N.A. is a qualified depository for public funds in California. We facilitate activity on behalf of municipalities with redemption and investment Local Agency Investment Fund (LAIF) transactions. Please refer to the Appendix 1 for any applicable fees. ●What is the charge per transfer to LAIF? From LAIF? You’ll be assessed a wire fee per transfer to and from LAIF. ●Please describe the LAIF transfer process. Are the transfers done by telephone, terminal (ACH), wire transfer, etc.? You’ll initiate investment transfers from the State via LAIF by phone or online, and posted directly through J.P. Morgan into your designated account. You can execute LAIF transfers online through the LAIF portal. Transfers to LAIF You’ll initiate Investment transfers to the State via J.P. Morgan Access and posted to the State via wire transfer. We work with government clients in the State of California to promote compliance with State procedures for LAIF investment transactions. Note that the following are general procedures, and that you are encouraged to confirm with LAIF to be sure they are in receipt of contracted instructions specific to the City: ●For same day transactions, LAIF must be contacted by 10:00 a.m. PT. ●5 total transactions per month are allowed, which include both deposits and withdrawals. ●Transaction amounts should be in thousand dollar increments with a minimum of $5,000. ●Withdrawals of $10 million or more require at least a one-day advance notice to LAIF. ●Future-dated transactions can be requested up to 10 calendar days in advance. ●Verbal acknowledgment must be initiated by your authorized personnel prior to funds transfer. ●Does the financial institution have an office in Sacramento that maintains a direct DDA banking relationship with the State Treasurer's Office and the State Controller's Office? Yes, we have an office in Sacramento with a direct DDA banking relationship with the State Treasurer's Office and the State Controller's Office. Page 182 of 638 G. Banking Services | 38 | 20.Direct Deposit of Payroll is currently in place, with the majority of the City's employees participating. The payroll files are transmitted by the City for paydays that occur on every other Thursday, except on holiday weeks. ●Please describe the financial institution's ACH and Direct Deposit service in detail. Your employees can receive automatic electronic payroll payments to a designated checking or savings accounts when using our ACH system. Typically, one or two days in advance of the designated payday, you send us a file containing the total amount to be paid electronically to your employees’ designated accounts. For an additional charge, payroll transactions may be initiated with same day settlement, provided cutoff times are met. The offsetting amount is charged to your designated account with us on the day of settlement (payday). ●What are the different ACH file transmission options available to the City? Based on your operational requirements, we recommend continuing to use our online portal, J.P. Morgan Access, for lower volume transaction files. Our fully integrated, browser-based platform provides easy-to-use applications for all of your information, compliance and portfolio management needs. Your authorized users will be able to enter the required ACH payment details in the fields provided manually or by uploading a standard Nacha-formatted file. In addition to initiating payroll, use the banking portal for ACH and wire disbursements and concentration. For larger volume transactions, we recommend you use direct send transmission. You create a transaction file in standard Nacha format using industry standard applications. You will then transmit the file to us through a common protocol such as FTP. The transmission is encrypted and sent to us for final ACH processing. ●What are the transmission deadlines for Direct Deposit ACH files? When (day and time) does the financial institution need the file from the City, and when specifically, are funds debited from the City's account? You can supply prearranged payment and deposit (PPD) files for next-day credits. However, for your employees to receive funds as available balances for ATM withdrawals on payday, you must deliver the file to us by 7:00 p.m. PDT two business days prior to the settlement date. The file can then be processed in the earliest ACH processing cycle so that the receiving depository financial institutions can post the credits to the employees’ accounts by open of business on payday. ●Please describe in detail the financial institution's back-up plans for data transmissions. The City requires immediate notification of any changes or problems and the ability to re-send a file or to delete a file. In the event of our system being down, the City may contact their CSA Cameron Vignati to make direct deposit arrangements. ●What screening measures does the financial institution use to minimize errors on files sent to you i.e., pre-notes, ABA screening, etc.? We have automated file-scheduling packages to help make sure data is not lost. We also have an 11-month duplicate detection capability; any file transmitted with the same Origin ID, Company ID and effective date of the first batch within the file, and exact item count and amount will be rejected. Additionally, if our system determines that the file received is a duplicate, J.P. Morgan will call you the same day to verify. Page 183 of 638 G. Banking Services | 39 | 21.The City currently accepts Visa, MasterCard and Discover credit/debit card payments through fourteen terminals. ●Please describe the financial institution's Bankcard and Point-of-Sale processing capabilities. Our processing platforms are compatible with hundreds of technology providers certified to our processing platforms. From point-of-sale hardware to gateway technology, we have connections with leading technology providers so that you have more options to meet your processing needs. Your current solutions are able to remain in place and the City can continue to process with us without any implementation resources from the City. ●What authorization methods do you support and which do you recommend? We can continue to support the City’s processing needs without any changes needed. The following is a summary of our most common authorization methods: Card Present ●Card swipe: Accepts magnetic stripe transactions. ●NFC tap: Supports contactless payments using NFC technology. ●NFC Digital Wallet: Accepts payments from digital wallets like Apple Pay, Google Pay, and Samsung Pay. ●EMV Dip: Processes EMV chip card transactions. ●PIN-entered debit: Supports PIN entry for debit transactions. ●PIN-bypassed debit: Offers PINless debit options for certain transactions. ●Hand-keyed: Allows manual entry of card details for transactions. Card Not-Present ●Hand-keyed virtual terminal: Processes transactions via a virtual terminal where card details are manually entered. ●Hand-keyed e-commerce: Supports manual entry of card details for online transactions. ●PINless debit (routed directly to debit brands and card brand PINless providers, i.e., Maestro): Supports PINless debit transactions routed through networks like Maestro. ●Please quote a discount rate and all other applicable charges for the credit card processing described above. Quote rates for both swiped and non-swiped transactions. The pricing methodology proposed is interchange pass through which means that interchange costs will be passed through and the City would pay $0.025 per authorization and $0.01 per settlement to J.P. Morgan. This represents a reduction of $0.01 per authorization and $0.03 per settlement from your current pricing. Please see Appendix 6 Schedule A for a complete listing of fees and our Government Merchant Processing Agreement. Page 184 of 638 G.Banking Services | 40 | ●What are the fees associated with debit card transactions? Debit cards can be processed either through the Visa and Mastercard networks (signature debit) or through the debit networks (PIN debit). In either case, there are pass through fees – either interchange and card brand fees or debit network fees. The fees from J.P. Morgan would be $0.025 per authorization and $0.01 per settlement for debit cards processed as signature debit and $0.025 for debit cards processed as PIN debit. ●How is the applicable interchange fee determined for each transaction? What does the financial institution recommend to minimize interchange fees? Interchange costs and fees are based on a number of factors. When a transaction is submitted for clearing and settlement, interchange is applied to the transaction based on criteria established by the payment networks. Considerations include the card acceptance method environment (e.g., swiped and dipped card- present transactions; online, over the phone and recurring card-not-present transactions), the type of card being presented (e.g., classic credit card, rewards card, purchasing card, etc.), merchant category code (MCC) as well as validation of the card using security identifiers (e.g., zip code, chip or magnetic stripe data, etc.). This process is known as qualification, and there are hundreds of levels of transaction qualification that can affect interchange fees. J.P. Morgan will continue to work with the City to make sure all interchange fees are minimized. We do this through automated interchange management and monitoring processes, system-generated exception reporting, and ongoing communication and education on interchange best practices to help minimize fees. ●Provide a detailed rate and fee structure with breakdown of all the fees, including bank and association charges. The detailed rate and fee structure includes the following components: ●Authorization fees: These are fees related to the authorization of transactions. ●Interchange pass-through fees: These fees are dictated by the payment brands and are passed through to the City without any markup. ●Card brand fees: These fees are determined by the payment brands and are passed through to the City without any markup. ●Chargeback fees: Fees that apply when a consumer or issuer initiates a chargeback. ●Monthly Billing Fee: Charged on the Gross settled sales volume for the assessment of fees on a monthly basis. ●ACH Fee: Charged for each FTI (transmission of funds) sent to a Merchant’s account. Please see our provided Pricing Schedule A for a complete listing of fees. ●What type of online reporting services are provided and how are adjustments and charge backs are handled? Are charge backs and other debit adjustments netted from daily proceeds or debited separately? Is the discount fee refunded when a charge back or refund occurs? What is the rebuttal process? The City can continue to use the same reporting tools that you are using with us today. Page 185 of 638 G. Banking Services | 41 | Our reporting solution provides 24/7 access to your payments processing data (e.g., front-end point-of-sale and back-end reconciliation data). Generate, view, print and export a variety of summary, detail and trending reports on a daily, weekly and monthly basis, including financial and transaction and portfolio-based detail, retrievals and chargebacks, and customized analytical summaries. Download data files and select from a broad variety of standard reports to suit your documentation needs, all to help you effectively manage your payments processing data, review deposit activity to improve cash flow, and view and analyze payment data efficiently for cost savings analysis. Our reporting solution offers numerous standard features, including secure access with card masking. Administrative tools allow you to create and remove users and change user entitlements for reports and modules. The Bank Lookup capability allows you to search for card issuing information to assist in research, and the Merchant Search capability helps you find locations within your hierarchy. Tailor the reporting tools and filters per your user preferences that make the most sense for your organization. User guides and tools are also available online to help get your users up to speed. The following modules of our reporting solution offer you a host of features and capabilities: ●Chargeback Management System module: Use this interactive module to manage items such as disputes/chargebacks and retrievals online. View and immediately respond to inquiries, disputes or accept disputes/chargebacks, and fulfill retrieval requests. Respond to us using an email address, a scanned sales receipt or other documentation, or a combination of both. ●Instant Alerts module: Receive Instant Alerts via email notifying you of potential financial risks from card payment exceptions or special conditions (e.g., multiple disputes or chargebacks, repetitive high-volume card usage). We continuously review your payments processing data for triggered exceptions and special conditions based on thresholds you set. Timely notification of these types of issues through Instant Alerts gives you the opportunity to correct them immediately and focus on locations that may require procedural changes, helping you save time and reduce expense and resource costs. ●Virtual Transaction Manager (VTM) module: Gain real-time access to your front-end point-of-sale, batch and transaction data so that you can view transactions within seconds. VTM offers summary and detail reports, as well as the ability to search for transactions meeting certain search criteria. You can view data at a merchant or higher hierarchy level, specify date ranges and other applicable criteria, and view results quickly. Available reports include All Transactions, Batch Summary (batch and transaction detail), Card Type Summary, Suspense Batch Summary and Transaction Search. ●Recon Solution module: Access comprehensive reports to support your reconciliation, research and analytical needs. Quickly view deposits, batch activity, transaction detail, card totals, qualification information, funding data, processing fees, adjustments, retrievals and chargebacks, authorization detail, and statements online. Available reports include: Recon Solution reports All Transactions Authorization Search Batch Exception Batch Summary Card Number History Card Number Search Deposit Rejection Deposit Rejection Analysis Dispositions Dispositions Analysis Exceptions Summary Expired Retrievals Outstanding Retrievals Private Label Qualification Search Qualified Transactions Recap Summary Re-presentments Page 186 of 638 G. Banking Services | 42 | Card Type Analysis Card Type Summary Card Type Summary by Merchant Debit Adjustments Debit Card Analysis Debit Monthly Card Analysis Denied Reversals Financial Adjustments Fulfilled Retrievals Hierarchy Structure Location Search Non-Qualified Transactions Online Statements Reversals Reversals Analysis Settlement Fees Detail Settlement Fees Summary Settlement Summary Select Summary of Fees ● Decisionable Data: Optional within the Recon Solution module, Decisionable Data reports monitor three key areas on a regular basis (credits without offsetting debits, transaction qualification, and chargebacks and retrievals) to help you achieve and maintain operational efficiency in payments processing. Innovative reports highlight locations that may not be running as efficiently as possible or that may be experiencing fraud, empowering you to minimize losses, maximize profits and minimize interchange costs. ● Additional reporting options: Use Data File Reporting for select reports that contain settlement information available in our reporting solution. This helps you expedite and streamline daily operational processes by adding data automation to existing reconciliation, exception processing or information analysis processes. We deliver this information in an electronic format that is easy for you to integrate with many accounts receivable and general ledger applications, common database and spreadsheet applications, or virtually any software that accepts input of delimited data. Our reporting solution enhancements allow robust ad hoc report capabilities, where users can select data fields to include in each report and customize each report by filtering and sorting the data returned. With all the flexibility built into our reporting solution, including the variety of reports available, the ability to define hierarchy and date ranges, and the export functions, requests for custom reporting is rare. If a reporting request cannot be satisfied with the standard options, your client service team will work with you and attempt to meet your business requirements. Adjustments and chargebacks Adjustments and chargebacks are handled through our Debit Adjustment System (DAS), which manages the processing of debit adjustments and network chargebacks for all supported debit networks. Chargebacks and other debit adjustments are processed during the daily settlement process. Disputes/chargebacks are usually debited from the main operating account but can be debited separately from daily funding credits. If a reserve account is required, disputes/chargebacks may be debited from this account unless it is a fixed reserve amount, in which case the debit will be from the main operating account. The information can be tied back later using our reporting tool. Chargebacks and other debit adjustments can be netted from daily proceeds or debited separately, depending on the setup. The discount fee is not necessarily refunded at the rate of the sale when a chargeback or refund occurs, as refunds receive interchange credit determined by the payment brands. For a customer-disputed chargeback, you may provide a rebuttal letter or respond with other documentation within the chargeback solution. The payment brands require certain documentation, with which your chargeback analyst can assist. You must respond by the 'Due Date' printed on the dispute/chargeback documents or as shown in our chargeback solution. For other disputes, such as 'Not as Described,' you may Page 187 of 638 G. Banking Services | 43 | provide a rebuttal letter or other documentation that you can upload to the chargeback solution module. If the disputed item has been returned to the merchant (RTM), you must respond by the 'Due Date' printed on the dispute/chargeback documents or as shown in the chargeback solution. ●When and how will the City receive funds for each day's transactions? Is settlement by ACH or Fed Wire? Are settlement amounts listed separately on the bank statement, or will they appear as one lump sum? Will the financial institution break out settlement amounts by merchant location? Settlement would continue to be made via ACH as they are today. Next business day funding is available if you have a J.P. Morgan DDA, with all transactions received by our 8:59 p.m. PT cut-off settlement time sent to your bank for value as defined below; transfers on bank holidays occur one business day later than normal. This late window allows access to Visa, Mastercard, and debit funds that are deposited into your J.P. Morgan account by 6:00 a.m. PT on the next business day (i.e., excluding weekends and bank holidays); Saturday and Sunday settlements are funded Monday. Gross settlement clients must designate the same J.P. Morgan DDA for all funding categories to be eligible for next business day funding. If you do not have a J.P. Morgan DDA, our cut-off settlement times are 10:00 a.m. PT and 2:00 a.m. PT. Our window of 10:00 a.m. PT allows for access to Visa, Mastercard and debit funds that we deposit into the bank of your choice the next business day. Our deposit window of 2:00 a.m. PT allows you to submit ‘whole day’ processing at one time for funding the following business day. Separate funding is provided, according to the chart below, if we receive multiple settlement files within each settlement time. Saturday and Sunday settlements are grouped with Monday’s settlements for transferring funds to your bank account(s). You may send all card types in one file; there is no need to send separate files for non-bank card transactions. Non-bank card deposits are electronically conveyed for settlement to the appropriate company, and you receive payment directly from that company. Funds will be electronically deposited into the account(s) specified by your organization via ACH transfer. Based on your contract with American Express, and your processing agreement with J.P. Morgan, American Express transactions can be settled through us or conveyed. Our reports break out each day’s deposits, fees, chargebacks, etc. in detail, including Saturday and Sunday. Our multibank account system allows you to choose one or many bank settlement accounts in one or many financial institutions. Each merchant number you establish is linked to a specific bank settlement account. J.P. Morgan DDA(1) clients Non-J.P. Morgan DDA clients File to Merchant Services Client credited via ACH (2) File to Merchant Services Client credited via ACH 8:59 p.m. PT 6:00 a.m. PT Next business day 10:00 a.m. PT Next business day 2:00 a.m. PT(3) Next business day (1). The designated settlement account for merchant funds must be a DDA with JPMorgan Chase Bank, N.A. (2). Funding day is calculated based upon the day and time the settlement file is received (3). Preferred settlement time for “whole day” processing Page 188 of 638 G. Banking Services | 44 | ● Is the bankcard relationship managed by a separate unit of the financial institution, or by the Account Relationship Manager? Please briefly describe the structure of this area. Your Relationship Manager will continue to be Nick Schrenkeisen. The relationship management team plays a crucial role in maintaining and enhancing the interactions between a company and its clients, partners, or stakeholders. Their primary focus is on building and nurturing long-term relationships that are mutually beneficial. Here are some key functional roles and responsibilities of a relationship management team: ● Communication: They serve as the primary point of contact with our clients and partners. This involves regular communication to keep clients informed about new products, services or changes within the company. ● Problem resolution: Relationship managers address and resolve any issues or concerns that clients may have. They act as advocates for the client within the company, ensuring that their needs are met promptly and effectively. ● Feedback and improvement: They gather feedback from clients and provide insights to the company to help improve products, services, and customer experience. ● Relationship building: Beyond transactional interactions, the team focuses on building strong, trust- based relationships with clients and partners, which can lead to long-term collaboration and success. ● Reporting and analysis: They track and analyze relationship metrics, such as client satisfaction scores and retention rates, to assess the effectiveness of relationship management strategies and make data- driven decisions. Please refer to section F. Staffing for biographies of your relationship team. ● What is the cost if new equipment is required? If new hardware is required, provide estimates and outline ongoing responsibility for maintaining any required hardware. Your current equipment can continue to be used. The current cost to purchase a replacement Desk 5000 Terminal is $299 and our DX8000 is $499. Class A terminals that are actively sold, certified and supported by us include: ● Ingenico: Axium DX4000 (IP/Ethernet only) Move 5000 (4G GPRS cellular) and Axium DX8000 (4G GPRS Cellular) stand-alone terminals 22. The City Utility Billing and Business Licenses operations currently have several automated processes for processing payments and making deposits including credit card and e-check payments on the City website, payment through other online bill payment providers initiated by the customer, automatic ACH payments, payment via lockbox ● Please describe the financial institution's ACH service in detail. Based on your operational requirements, we recommend continuing to use our online portal, J.P. Morgan Access, for lower volume transaction files. Our fully integrated, browser-based platform provides easy-to-use applications for all of your information, compliance and portfolio management needs. Page 189 of 638 G. Banking Services | 45 | Personalized experience: Effortlessly handle key transactions like wire transfers, ACH, and foreign exchange from a single, customizable page. Enhance security with filters and templates featuring locked fields for added security. Time-saving intuitive portal: Our integrated reporting, productivity tools, and security services offer a seamless workflow across applications, minimizing the learning curve and simplifying payment initiation. Customer-centric design: Built on user feedback, our service aligns with treasury managers' daily tasks, enabling easy initiation of payment methods from a unified, straightforward interface. Use templates to simplify your process Common sets of intuitive templates for every payment method are available to you. For example, easily create beneficiary templates with lockable and editable fields to set up recurring payments. There are many ways to customize the system. J.P. Morgan Access can be configured with flexible sorting and filtering options to display only the features you use—in the order you prefer. Create templates to support a complete menu of ACH transactions with all template information stored securely with the bank: Templates for all ACH transactions • Consumer payments • Consumer collections • Payroll payments • Corporate/vendor payments • Corporate/vendor collections • Cash concentration • Cash disbursement • Federal, state and municipal payments • Child support payments • Funding other J.P. Morgan accounts on a same-day basis Transactions based on templates or entered in free-form mode are created by you, then batched, approved and released for processing. Page 190 of 638 G. Banking Services | 46 | Sample template details page Figure 5 ACH files generated through the banking portal are retrieved and processed several times each business day for next-day processing (or same-day, when applicable). Advantage for the City ACH files generated online are delivered for processing nine times each business day, Monday through Friday. Create free-form transactions online For non-repetitive payments, the City can create free-form ACH payments without the need to establish a stored template. Page 191 of 638 G. Banking Services | 47 | Sample free-form payment initiation page Figure 6 Alerts to help you manage your messages and transactions ● Use the banking portal to define, manage and view messages from anywhere ● Get alerted to transactions pending approval or see templates that have been modified ● Receive notifications either through encrypted email or the Notification inbox or both ● What are the different ACH file transmission options available to the City? Depending upon your operational requirements, originate ACH payments for: ● Lower-volume origination by using our banking portal, J.P. Morgan Access. The banking portal provides a fully integrated, browser-based service with easy-to-use applications for all your information, compliance and portfolio management needs. ● Larger-volume origination by using secure file transfer protocol (SFTP) transmission for batch files. For Nacha-formatted file origination via transmission, we offer ACH Direct Send. For other file types we offer J.P. Morgan File Transmission Payments. Many large originators find it convenient to originate large volume via batch and create occasional manual entries online when necessary. Page 192 of 638 G.Banking Services | 48 | ●What are the transmission deadlines for Direct Deposit ACH files? When (day and time) does the financial institution need the file from the City, and when specifically, are funds credited to the City's account and debited from customer accounts? The City can supply prearranged payment and deposit (PPD) files for next-day credits. However, for your employees to receive funds as available balances for ATM withdrawals on payday, you must deliver the file to J.P. Morgan by 7:00 p.m. PDT two business days prior to the settlement date. The file can then be processed in the earliest ACH processing cycle so that the receiving depository financial institutions can post the credits to the employees’ accounts by open of business on payday. Depending on your initiation method, all data received after the cutoff times listed in the below table is ineligible for same-day processing. Initiation method Cutoff times ACH Direct Send 11:15 a.m. PDT (prefund) and 12:15 p.m. PDT ACH payments via J.P. Morgan Access 11:00 a.m. PDT (prefund) and 12:00 p.m. PDT File Transmission Payments 10:30 a.m. PDT (prefund) and 11:30 a.m. PDT API (ACH Non-IAT) 10:10 a.m. PDT (prefund) and 11:10 a.m. PDT ●How does the financial institution handle transmission of online bill payments? Your customers, vendors and trading partners authorize the disbursement of funds to their designated checking accounts for the purposes of vendor payments, refunds, cash disbursements, etc. For collection of funds they can authorize the funds from their designated checking accounts whenever a payment is due. ●Does the financial institution have any limitations in working and accepting deposits from third party payment processors? Image cash letter files that are sent using a third-party processor can be accepted as long as X9.100-187 specifications are followed. However, we do restrict third-party check deposits and additional due diligence may be required. ●Does the financial institution accept image cash letter files for deposit? Briefly describe what is required in terms of paper check storage and retention. Yes, our image cash letter (ICL) solution allows the City to image all of your paper items and transmit them to us electronically for clearing. Our solution can clear all of the checks through image exchange or review the items to determine if clearing through ACH or image exchange is optimal. You can retain, then destroy items according to ACH, check 21 and the City’s guidelines. We retain all paper for 21 calendar days, after which time, it is destroyed. Page 193 of 638 G. Banking Services | 49 | 23.The City requires assurance of ability to provide financial services in the event of a major emergency and during the disaster recovery period. ●Describes in detail the bank's compliance with state and federal regulations pertaining to this area. The Firm has a Firmwide resiliency policy that meets or exceeds relevant professional standards (e.g., ISO 22301, 22313 & 22317) and industry best practice. The policy is based on a variety of regulatory requirements that exist across various countries. The Firmwide policy and standards set forth a logical and detailed structure of guidance for identifying business resiliency risks and establishing appropriate controls to enable the recovery and resumption of the firm’s business operations should they become disrupted. Resiliency activities of J.P. Morgan must comply with and are governed by several agencies that have laws, rules, and regulations. Within the firm's policy, requirements have been defined for each critical business process to provide essential business and technology service levels to comply with resiliency requirements of the US Office of the Comptroller of the Currency, the US Federal Financial Institutions Examination Council (FFIEC), the Interagency White Paper on Sound Practices to Strengthen the Resilience of the US Financial System and other national regulatory authorities (UK Financial Conduct Authority, UK Prudential Regulation Authority, The Monetary Authority of Singapore, European Central Bank) within the different geographic regions in which we operate. ●Describe testing of core services applications and systems that assure information backup, anti- intrusion and other privacy requirements. JPMC applies a multi layered approach to vulnerability management of which internal penetration testing (assessments) is but one part. That function, which is independent of our application development teams, utilizes risk-based scope scenarios and attempts to duplicate the actions of adversaries, providing JPMC with a more in-depth analysis of security-related weaknesses/deficiencies. JPMC also incorporates established industry best practices and uses standardized testing frameworks (i.e. OWASP and PCI DSS) in its assessment. Network On at least an annual basis and/or after significant material change, JPMC performs a penetration test of its external network perimeter using various tools and techniques. Testing methodologies are based upon, but not limited by, standards from established industry bodies such as NIST and OSSTMM. The methodologies typically involve mass scanning techniques, information gathering, reconnaissance and manual evaluation to establish a security baseline whilst also monitoring the environment on an ongoing basis to ensure security is maintained Application JPMC has documented multiple application specific penetration testing methodologies which ensure in-scope applications are tested at least annually. Testing is an in-depth assessment that combines manual and automated approaches to methodically evaluate the effectiveness of an application’s security controls. This assessment, by using methods a real attacker would use, identifies data driven or context based flaws that are unlikely to be revealed via application scanning alone. Testing involves dynamic real-time analysis of the Page 194 of 638 G.Banking Services | 50 | application and utilizes testing techniques that are aligned with, but not limited by, best practices set by industry standards bodies (i.e. OWASP). ●Describe operational diversification and geographical dispersal of service Centers. Due to confidentiality purposes, the exact location of where particular client data resides cannot be disclosed. J.P. Morgan data centers are located in separate zones from the production location they support. As a global firm we operate several data centers simultaneously for business resiliency purposes and in limited circumstances, we may not keep all data exclusively within the U.S. For additional information please refer to our Firm's Cybersecurity Overview Client Letter in Appendix 7. Other Services/Options ●Please describe the security measures in place to protect against fraudulent activity? For example, who administers access/rights/permissions to the banking system? Do you require 2FA or MFA for online logins? How many levels of authorization are required to process payment requests? Who is able to request new services, such as new merchant accounts or additional banking services? J.P. Morgan Access provides two-factor authentication via RSA SecurID® token technology for those functions that demand an extra level of security. The City’s security administrators configure security, user rights, product access and functionality within J.P. Morgan Access. Security begins with user setup: ●This is initiated by two security administrators ●One administrator sets up the user and another must approve the setup before it becomes active ●Once these entitlements are submitted and approved by a second security administrator, adds and changes are activated within minutes ●Users may be added to the system or be modified by a security administrator in real time ●User IDs, passwords and RSA SecurID® token code safeguard access to the portal The J.P. Morgan Access security architecture allows you to designate the rights of each user. It is designed to accommodate a wide range of security options, including requests for multiple transaction approvals, demands for separate ‘enter’ and ‘release’ functions for users, dual control among users and daily transaction limits. This allows for joint digital signatures to be required for all transactions. The separation of duties and approval workflows provide mechanisms that you can use to help make sure that no personnel can perform transactions to commit fraud or compromise the integrity of the entitlement data. Your designated security administrators can assign these specific transaction initiation privileges to users and approvers. The process for registering a digital approval follows the user setup process. Your security administrators set up individual user limits that define the maximum amounts for creating, approving and releasing free-form and repetitive transactions. During the day, all operations are validated Page 195 of 638 G. Banking Services | 51 | against the limits defined in the user’s profile. For example, when the user modifies a transaction, the running total is adjusted, and when the user deletes a transaction, the amount is deducted from the running total. The City's, through your designated security administrators, will also have flexibility to determine the number of users to be set up on the system. There is no limit to the number of administrators or approvers that can be set up. Some of the overall security options controlled by the security administrators are: Security administrator options Account authority Your account numbers that can be debited may be restricted at the user level. Transaction amount limit Maximum dollar amount for each transaction created by a user. Release amount limit Maximum dollar amount for each transaction released by the user. Daily amount limit Maximum aggregate dollar amount for all transactions created by the user in a single day. Modification authority Matrix allowing restriction of modification authority by transaction type. Deletion authority Matrix allowing restriction of deletion authority by transaction type. Approval authority Matrix allowing restriction of approval authority by transaction type; preformatted transaction types—created by other users, created by the same users, or both or none—are defined independently from unformatted transaction types. Release authority Matrix allowing restriction of approval authority by transaction type. Preformatted transaction types—created by other users, created by the same users, or both or none—are defined independently from unformatted transaction types. Rules Based Approval Enables configuration of the payment approval workflow to reflect the authorizer’ limits. It can be used for tasks from simply adding an additional approver to creating complex sets of rules to match a board resolution requiring a number of different signers based on transaction amounts. The service enables the creation of different payment approval rules for different accounts, payment types, initiation methods and even beneficiaries, as well as payment values. Furthermore, it supports the setup of the order in which approvers should occur. Up to nine level of approvers can be defined. Payment controls J.P. Morgan Access automatically prevent a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. ● What are your file transmission security requirements Depending on the type of connectivity chosen, secure transmission protocol or digital signature, supporting software and hardware may be required. The firm's Host-to-Host encryption and authentication standards are defined by the firm's IT Risk Management. All files must be delivered via secure transmission protocols regardless of direction (inbound or outbound). All Secure Sockets Layer (SSL) connections to the firm's AHost-to-HostSM platform must use TLSv1.2 or higher ciphers for communication session encryption. Page 196 of 638 G. Banking Services | 52 | Certificates must meet firm-specified expiry periods of two years or less, Message digest: SHA-256, AES256 and have a key length of 2048 bits or more. Requirements are reviewed continuously and may be updated at any time. ● Are customers able to manage ACH Debit/Credit ID’s themselves? Yes, the City can block or allow debit and/or credit ACH activity from specified company IDs; combine with optional dollar amount thresholds and adjustable start and end dates. ACH Transaction Blocking (ACH TB), is a fraud mitigation solution available in J.P. Morgan Access, automatically blocks incoming unauthorized ACH debit and credit transactions prior to posting to the protected account. The solution blocks transactions, in real time, based on rules activated by the client. ACH Positive Pay (ACH PP) works in conjunction with ACH Transaction Blocking, allowing you to decide whether to pay or return incoming ACH debit and credit transactions prior to posting, based on established blocking and review rules. Key functions of the Transaction Blocking tool ● Account level setups: Real-time debit and/or credit block setups at the account level; combine with optional dollar amount thresholds and adjustable start and end dates. Security administrators can enable or disable dual control ● Company ID setups: Block or allow debit and/or credit ACH activity from specified company IDs; combine with optional dollar amount thresholds and adjustable start and end dates. Import up to 1,000 company IDs ● Blocked Transaction History: Access Blocked Transaction History online Optional subscription available to get the Blocked Transaction Report through secure email; set up separately by your CSA ● ACH Transaction History: Access ACH transaction history to assist with profile setups and identification of ACH originators and their related company IDs. ● Receive Alerts: Optional alerts related to setups requiring approval and for rejected setups. Users with the Approve entitlement are auto-subscribed to alerts. ● Please describe your process for submitting checks for positive pay and for clearing positive pay exceptions? J.P. Morgan offers the City positive pay services as well as full and partial account reconciliation services. The City’s positive pay files can be transmitted electronically as well as uploaded and manually keyed into J.P. Morgan Access. Page 197 of 638 G. Banking Services | 53 | Positive pay As part of a complete range of disbursement services available through J.P. Morgan Access, J.P. Morgan offers internet-based positive pay services. J.P. Morgan Access’s positive pay exception processing allows the City to send positive pay issue files via the internet. J.P. Morgan’s internet delivery channel provides a foundation for secure and traceable communications between J.P. Morgan and the City using standard browser software. Additionally, our online portal enables the City to use the internet to review digital images of all exception items, and instruct J.P. Morgan to pay or return each item from a single page. Payee name exceptions are conveniently delivered along with all other types of exceptions, so the City can easily employ the most up-to- date fraud protection services. Email notification offers a convenient way to know when exceptions are available for review. With positive pay, the City provides the bank with a positive pay issue file containing check amounts and serial numbers. Issue data can be simply and flexibly supplied to the bank via file transmission, online upload, or manually keyed into J.P. Morgan Access. Checks presented daily are then systematically compared against the City’s issue file. An exception report is generated the next business day, identifying any mismatched or no-issue information on file items. The deadline for the City to submit manual entry or file upload via J.P. Morgan Access is 7.30 p.m. PDT. The deadline for the City to transmit check issuance files via direct transmission to the bank is 7:45 p.m. PDT. J.P. Morgan first reviews and scrubs the exceptions to verify that there are no misencoded items. A notification is emailed based on the customer defined email groups at the beginning of the following business day. Authorized the City users are provided the report of exceptions upon log-on for pay or return decisioning. The exception items report provides both a front and back image of each item. Authorized the City users simply click on the check number of each item to view front and back check images. They can select the “pay” or “return” button for each item, or select the “pay all” or “return all” button, and then electronically submit the decisions to the bank. the City receives an online confirmation indicating the submission was successful, which you can save electronically or print for future reference. This functionality requires no special software. Page 198 of 638 G. Banking Services | 54 | You have the ability to view images of exception items before authorizing payment Figure 7 Payee verification We also recommend the City use positive pay payee verification to provide an additional layer of fraud prevention protection. For payee verification, the City provides the bank with payee names in your check issue file transmission, online file upload or by manual entry on J.P. Morgan Access. While positive pay matches the MICR information of your presented check to the issue file, payee verification takes the additional step of validating that the payee name matches issue file payee information. Our payee name review digitally interrogates the payee name and looks for alterations or additions above, below or to the right of the payee name that would change the payee identification. Mismatched items are visually evaluated to eliminate digital interrogation reading errors, and remaining items are sent to the City in the daily positive pay exception reporting for your decisioning. As a security enhancement to J.P. Morgan positive pay service, the City will receive additional fraud protection by selecting our payee verification product. Page 199 of 638 G. Banking Services | 55 | Positive pay with payee verification Figure 8 Teller line positive pay Teller line positive pay is the strongest defense available to prevent check fraud. Our teller line systems are updated within one hour of receipt of the City’s issue file. When a check is presented for payment at a Chase teller window, the teller system determines the validity of the issued check prior to payment. We deny encashment on any items not found as matching open entries on the issue file. Checks deposited at a Chase ATM are screened against the positive pay records. Full account reconciliation J.P. Morgan offers the City a complete reconciliation of outstanding and paid checks, with the option of reconciling accounts by the week, month, fiscal or calendar year in a format tailored to meet your needs. You provide us with detailed check issue data, including account numbers, check numbers, issue dates, dollar amounts and reference information (up to 15 bytes). the City chooses how you wish to supply this data: In a file transmission or by upload or manual key entry to J.P. Morgan Access, as needed by the check activity in each account. With check issued data, J.P. Morgan will perform a full reconciliation of activity in the account, delivering a reconciliation report package through our online portal. The standard full reconciliation package contains an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date. Page 200 of 638 G. Banking Services | 56 | Account reconciliation reports Figure 9 The City’s reconciliation report will be available online via J.P. Morgan Access within five business days from the close of a cycle cutoff. Partial reconciliation Partial reconciliation provides the City with a detailed listing of checks paid against a disbursement account over a client-defined period of time. This service also details certain other categories, such as stopped checks. Checks are typically listed in check serial number sequence with the amount and date each check was paid. The reports are available via J.P. Morgan Access. ● Do you provide a physical payment lockbox option? Can you please describe how the City would receive and process the file and refund or correct erroneous payments? Yes, the City can continue to take advantage of our expertise in process to drive cost efficiency and a higher rate of straight-through processing. Page 201 of 638 G. Banking Services | 57 | We own and operate our full-service, nationwide lockbox network of processing sites with fully automated wholesale and scannable services. We recommend the City to continue to use our Pasadena site for your processing needs. The City has the option of adding payee name review to your lockbox instructions. With this feature, you can provide a list of acceptable and unacceptable payee names. Checks received that do not match the payee list (acceptable or those that match an unacceptable payee name) have two options: ● Checks can be imaged and made available for review via Receivables Online via Decision Manager. ● Checks can be sent back to you as an unacceptable item. Most clients accept all payee names that are addressed to the correct lockbox number. Receivables Online Receivables Online provides for delivery of reports produced by other systems and containing data not provided via the online dynamic reporting tool. These optional reports include Lockbox Deposit Advices, Electronic Payment Detail Reports and our Custom Report. Check returns: The Receivables Online check return service provides timely notification of return activity so the City can follow up promptly with delinquent customers and correct your accounting records. Both redeposited items and final returns are available on the business day following a return item’s processing date. Further, for all final returns, the original item is updated to indicate that the item was returned. This information is available for the life of the transaction, including long-term storage. Automatic notifications (alerts): Receivables Online can be set up to send the City timely notification of important events, such as payment receipt, returned checks, rejected remotely captured items and newly created remittance advices. The system scans all new transactions and sends the matched items to your Receivables Online Alert inbox based on your pre-established criteria. In addition, you can elect to receive an email notification and/or designate other registered users to receive a copy of the notification. Clicking a link in the email provides the City with immediate access to the related transactions upon successful log on. Alerts can be designated as one-time or recurring. Scenarios where you may want to use a notification include: Page 202 of 638 G. Banking Services | 58 | ● The City places a credit hold on new shipments to a customer but wants to release the goods as soon as payment is received. A one-time payment alert could be used to notify you and the shipping department that the expected payment amount from a specific remitter has been received. ● You may want to receive notification of exceptionally large payments to optimize working capital. A recurring payment alert could be used to notify you any time a payment over a specific dollar threshold is received. ● You need timely notification of check returns to follow up promptly with remitters. If you subscribe to the check return service, you can set up a recurring return notification alert for all returns with a disposition of “chargeback.” The alert feature is an optional service and a fee may be assessed for each payment flagged by an alert. Up to twenty alerts can be created by each authorized user. File download facility: Our lockbox can deliver the City’s data and/or image transmission, determined at implementation, through: ● Transmission methods supported: Managed File Transfer System (MFTS) Secure File Transfer Protocol (SFTP) ● The Receivables Online file download service that allows for a human-initiated download that uses the same web browser and internet security protocol you use for image viewing. The City’s transmission is delivered to the Receivables Online repository at a scheduled time each day. You simply download the file from the Receivables Online portal and store the file on your local network for subsequent import to your accounts receivable system or image repository. Files are retained on the system for 14 days and then automatically purged. We recommend our host-to-host file transmission option for delivery of files larger than five megabytes. This limit generally restricts the use of the download service to data files only. ● What other options are available to receive payment, such as elockbox or electronic bill payments? Is this a third party processor or in-house? Yes, we continue to offer you an electronic payment consolidation service to help you save time, improve productivity and reduce costs. Our ACH eLockbox in wholly owned. Here’s how we can help you continue streamlining receivables posting with this service: ● Consolidation of electronic payments received from multiple sources into a single deposit ● Quickly crediting your account on the morning of the next business day after receipt of payments ● Convenient posting to your back-office system because our Transaction Repair service allows you to review and repair exception items online ● Streamlined single accounts receivable data file that’s uploaded into your back-office system Page 203 of 638 G. Banking Services | 59 | Transaction Repair is available through J.P. Morgan Access We designed Transaction Repair to help you review and repair exception items online for faster posting to your back-office system. Just submit returns and notifications of change to your originators online through our Transaction Repair service or J.P. Morgan Access Transaction Services to correct future issues and improve straight-through processing. ●Does your institution offer any integration capability with the City’s ERP financial system (Oracle Fusion Cloud) for purposes of sending positive pay files or receiving bank statements? J.P. Morgan’s integration solution with Oracle supports check printing and positive pay services using the ISO XML format, ensuring efficient and secure transaction processing. Oracle supports acknowledgements for check printing, including positive pay services. When the City uploads a check issue file, the positive pay acknowledgements are sent via email to ensure timely communication. This approach provides a reliable framework for managing check printing and positive pay processes. Details on the J.P. Morgan and Oracle collaboration J.P. Morgan and Oracle have formed a strategic partnership to deliver integrated solutions that enhance the functionality and connectivity of Oracle Fusion ERP. This collaboration aims to address the challenges associated with ERP project implementation, particularly in the areas of banking services, expense management, trade finance, and virtual card functionalities. GIVING YOU AN ADVANTAGE ACH eLockbox service improves consumer satisfaction through faster: Payment posting Research Problem resolution Please scan the QR code to LEARN MORE about our Oracle Fusion offering Page 204 of 638 G. Banking Services | 60 | Key Aspects of the collaborative relationship: 1. Turnkey integration: ●The relationship offers a first-of-a-kind, turnkey integration between J.P. Morgan solutions and Oracle Fusion ERP. This integration is designed to simplify complex file formatting and mapping, reduce implementation timelines and minimize the need for extensive IT resources. 2.Enhanced ERP connectivity: ●The collaboration focuses on improving ERP connectivity, which is often one of the most challenging aspects of ERP projects. By embedding banking services directly within Oracle Fusion ERP, the relationship aims to streamline processes and enhance functionality. 3.Pre-Built integrations: ●J.P. Morgan and Oracle have developed pre-built integrations that reduce the effort and time required for implementation. These integrations require minimal IT lift and resources, making it easier for companies to adopt and benefit from the solutions. 4.Improved visibility and automation: ●The integrated solutions offer improved visibility, reconciliation and automation across a range of treasury and finance processes. This enhances the overall efficiency and effectiveness of business operations. 5. Integrated solutions: ●Banking services: The integration simplifies technical banking processes, automates payment and reconciliation tasks, and provides real-time cash visibility. ●Touchless expenses: Automates expense creation using near real-time transaction data, saving time and enhancing security (further details in the response to K. Additional Services) ●Trade finance: Offers Supply Chain Finance and Receivables Finance solutions to optimize working capital and strengthen supplier relationships. ●Virtual card: Simplifies invoice payments using virtual cards, streamlining reconciliation and maximizing working capital. (further details in the response to “Potential Future Enhancements” in G. Banking Services) 6.Pilot and future integrations: ●Three integrations are currently live, with a fourth in pilot. They plan to announce further integrations in the future, expanding the range of solutions available to clients. Benefits of the collaborative relationship: ●Reduced complexity: The integration removes the complexity associated with ERP connectivity and banking services, making it easier for companies to implement and benefit from the solutions. Page 205 of 638 G. Banking Services | 61 | ● Cost efficiency: By reducing integration timelines and minimizing IT resource requirements, the partnership helps lower costs associated with ERP projects. ● Strategic advantages: The integrated solutions provide strategic advantages by enhancing visibility, automation and efficiency across business processes. The J.P. Morgan and Oracle partnership represents a significant advancement in ERP connectivity and functionality. By embedding essential services within Oracle Fusion ERP, the collaboration offers companies a streamlined and efficient way to optimize their operations and achieve their financial objectives. This partnership underscores the commitment of both organizations to deliver innovative solutions that meet the evolving needs of their clients. Potential Future Enhancements The City currently does not have these services, but could potentially implement them within the contract period. Would you be able to respond to these potential future enhancements and provide cost associated with each? ● Do you offer a check print service where you would print and mail checks on our behalf? Weekly AP checks (average 130 checks, $1.5M) Bi-Weekly payroll (average 20 checks) Yes, we offer check print services for the City to outsource this function and leverage the bank’s economies of scale and fraud protection by submitting a file via transmission or through J.P. Morgan Access. Let us help you lower operating costs and reduce risks associated with printing checks or remittances in-house with our comprehensive check print services. For nearly 30 years, we have helped clients benefit from outsourcing the check print function. Through significant infrastructure and technology investments in our U.S. printing facilities, we offer a low-cost, high- quality printing solution that is designed specifically for you and can be adapted as your needs change. New check paper stock provides security features, such as chemical sensitization, invisible fluorescent security fibers, security watermark and security alert verbiage. Outsourcing non-core payables functions allows for greater focus on payment conversion activities while reducing costs and increasing efficiency. Page 206 of 638 G. Banking Services | 62 | Check Outsourcing via transmission—How it works Our check printing service uses both standard and customized templates for accounts payable, payroll, claims, dividends, royalties and patient refund checks. Using standard templates offers a quicker implementation and lower implementation costs. ● J.P. Morgan can print and mail checks drawn on other banks, so that you have a complete check outsourcing solution across all of your banks. ● There is an option to print a QR Code that can direct your clients to your website. This is an efficient replacement for printed inserts. You can also create a program and direct your clients to sign up for future payments in ACH rather than to be issued a check. The City submits check print instruction via: ● Direct transmission file for check-only payments ● Single or mixed payment file via File Transmission Payments With File Transmission Payments, you send us a single file with instructions for U.S. ACH, global ACH, domestic and international wires, virtual card, check, and FX payments. Additionally, file mapping from ERP and treasury systems provides for efficient interfaces. We accept multiple file formats, including ASC ANSI X12. Use industry-standard file formats and advanced communications and data security interfaces with File Transmission Payments: ● File formats: Industry-standard file formats – ISO 20022, ANSI X.12 ERP-specific file format – SAP IDoc*/XML J.P. Morgan Proprietary Global Flat File* ● Transmission protocols: SFTP, HTTPS, AS2, VPN, SWIFTNet FileAct, etc. ● Encryption options: SSH, SSL, x.509, PGP/GPG * Setup available with additional implementation review and costs File Transmission Payments split remittance or remittance-only services can be combined with standard payment options to deliver remittance detail through encrypted email. Split remittance and remittance-only services support the delivery of extended data (beyond a payment system’s capacity) and remittance information for transactions that require printed notifications. We send automatic file confirmations to authenticate each transaction and alert you to issues. Validated files are routed to one of our two advanced print facilities where we then print, insert, and forward checks and remittance details to you or your payees via the U.S. or Canadian mail or courier by the following business day. Check payments can be processed (printed and mailed) on a same day basis if the payment instructions are received by 5:30 a.m. PDT. If received after 5:30 a.m. PDT, checks will be mailed by the next business day. Page 207 of 638 G. Banking Services | 63 | Check Outsourcing via J.P. Morgan Access—How it works The check printing service through our online portal uses standard templates for accounts payable, payroll, claims, and dividend checks. The City submits check print instruction files through a file upload or manual entry of check data via our online portal. We generate online file confirmations to authenticate each transaction and alert you to issues. Validated files are routed to one of our two advanced print facilities and printed and mailed by the following business day. Then, we print, insert and forward the checks and remittance details to you or your payees via U.S. or Canadian mail or courier. Check print requests are sanction screened prior to printing. Checks that pass sanction screening are sent for print. Check print files received and sanction screened by 9:00 a.m. PT are printed and mailed the same day. To allow time for any client dual approvals and completion of the sanction screening process, it is recommended the file be sent no later than 8:30 a.m. PT. Checks that are flagged as suspect after the initial review are not printed until a pass status is received. Any check that may be delayed for print is listed on a report sent to you daily at 8:00 p.m. PT. Most suspect items pass after the sanction screening team reviews additional information provided by our check print system. If further information is required to complete the sanction screening, your CSA contacts you. Once the check passes screening, it is sent for printing and mailing, and the status is updated on the daily report. Check Print Services – Process Flow Figure 10 Our quality controls throughout the bank are an area of continual focus and improvement for us. We recognize the importance of printing high-quality checks to maintain low check reject rates. As such, samples of checks are requested periodically throughout the day by the Quality Control area. Sample checks are tested for both MICR quality and conformity to the established check specifications. Should the checks not pass the MICR quality test, then the checks are not permitted to be mailed. They are securely shredded, reprinted and quality checked again for proper adherence. If the issue is determined to be file-based, we escalate the issue to troubleshoot and resolve the issue. Page 208 of 638 G. Banking Services | 64 | Duplicate file checking is performed prior to any document being printed. Additionally, we have an Automated Document Factory (ADF), a workflow solution used in our facilities. The ADF serves as a job- and piece-level tracking solution for the entire document workflow from print through dispatch. As each separate print job is processed, ADF allows operators to match file item counts to actual page counts upon completion of each job. Should a discrepancy occur, ADF identifies the exact page where the count became out of sync to quickly troubleshoot and resolve the issue. The results are then logged and validated by a supervisor before the printing process is restarted. The final production output is then recorded. ● Do you offer image cash letter capabilities, where we scan our checks and submit a secured image file? Could we upload multiples files per day from multiple locations? Yes, If you process your own checks, rely on a third party or electronically consolidate deposits from multiple locations, you face growing costs, risks and inefficiency. Our image cash letter (ICL) solution allows the City to image all of your paper items and transmit them to us electronically for clearing. Our solution can clear all of the checks through image exchange or review the items to determine if clearing through ACH or image exchange is optimal. Key features and benefits ● Clear checks through the most efficient method—ACH or image exchange. ● Reduce the costs, time and complications associated with transporting paper checks. ● Optimize funds availability by sending electronic images for check processing. ● Improve efficiencies and lower costs by streamlining operations. ● Mitigate check fraud by accelerating return item notifications. Did you know ● We are one of the first banks to exchange images of items electronically. ● We have invested more than $100 million to enhance our image infrastructure. ● As a founding member and board representative of The Clearing House, we are one of the first owner banks exchanging images of items electronically. The illustration below provides an overview of the image cash letter process flow. Page 209 of 638 G. Banking Services | 65 | Image cash letter overview Figure 11 J.P. Morgan employs advanced image quality analysis tools to verify the quality of image deposits and reduce the incidence of items returned by the paying bank for poor quality. We also maintain a duplicate detection database to protect against duplicate files and duplicate images during a 45-day period. The City will benefit from: ● Image-enabled routing transit numbers: We currently sends to approximately 22,000 routing transit numbers. The bank updates routing transit numbers on a quarterly basis. ● Competitive availability schedule: We base availability on the bank which the deposited check is drawn and the time the deposit is made. ● Electronic notification of ICL transmission: The City will receive an electronic notification for each ICL file you transmit to us. We send notification, including the number of items and dollar totals, to designated recipients via email or XML transmission. ● Advanced image quality analysis processes: We use a two-pass process to identify suspect items. The process determines whether items may be acceptable for presentment to the paying bank or are nonconforming images (NCIs). ● Image quality processing: This helps reduce adjustments, potential privacy violations and fraud. Quality checks verify that ICL-deposited items are correctly debited and credited to the proper account(s), for the precise value(s). ● Codeline match quality processes: We use, and were one of the first providers to implement, a process to verify that check data associated with an image matches correctly to the item. This greatly reduces errors by having the item properly routed to the correct paying bank and debited to the relevant account. Page 210 of 638 G. Banking Services | 66 | It also reduces the possibility for downstream adjustments and potential privacy violations of a check inserted into another customer’s account statement. ● Duplicate file detection: Our transmission management process includes duplicate file review against the database for the previous 45 days of transmission activity. To guard against duplication, J.P. Morgan reviews file headers for volume, value, composition date and time, and sender details. Files will not be processed if the header and/or detail records indicate zero dollar value. We provide timely email and telephone notifications to minimize service disruptions. ● Duplicate item detection: While you are responsible for not sending duplicates to us for deposit, we have enhanced our process to identify duplicate items when possible. Our process uses the full MICR line to determine if an item has been previously processed within our VPC (Virtual Processing Center) over a 90-day period. If any duplicates are identified, we will reject these items and notify you timely via email ● Enhanced landing zone: We assign the City’s deposits float and pricing based on the time the file is received and acknowledged, not at another point later in the process. ● Seamless implementation process: Implementation is driven by the outcome of testing, file certification, connectivity, etc. Our implementation team will work with the City to configure the services we will provide. ● Test quality: Data Treasury and JPMorgan Chase settled a patent dispute several years ago. The terms of the settlement are confidential; however, they include “safe harbor” and “most favored licensee” protection. This gives us a competitive edge in check processing. In this context, safe harbor means the protections the bank receives with regard to certain Data Treasury patents, including U.S. Pat. Nos. 5,910,988 and 6,032,137, are passed to our clients who receive services for those check images created, transmitted and stored as part of our ICL services. ● Do you offer vendor payments via virtual credit cards? Yes, we offer a single-use, multi-authorization, electronic, credit card-based payment method to help the City more efficiently manage payments, reduce costs and transform traditional areas of expense into potential revenue generators. Gain the flexibility, float and rebate of a purchasing card coupled with powerful payment controls, anti-fraud and reconciliation features of virtual cards. Page 211 of 638 G. Banking Services | 67 | Virtual cards are equal to the approved payment amount. There is just one account per payment to help make sure the merchant only has access to approved funds for a specific payment. Virtual card reconciliation is based on matching four key elements of purchase payments to transactions: account number, validity dates, dollar value and merchant category code (MCC). When these items match, reconciliation occurs automatically, and you gain further efficiencies by integrating into your ERP system. Gain efficiency – Integrate our virtual card solution with Oracle Fusion Streamline your payments by joining the power of Oracle’s Fusion Enterprise Resource Planning (ERP) System with J.P. Morgan’s virtual card solution. Together, we provide you with payments and technology expertise to deliver a virtual card payment method. We do the work. It’s effortless for you to integrate and enable J.P. Morgan virtual card via Oracle’s ERP. Key benefits Benefit from our collaboration with Oracle Fusion. When you integrate our virtual card solution into your purchasing workflow within Oracle, you: ● Automate virtual card creation for payments within the user-friendly interface ● Simplify order-to-payments reconciliation ● Pay your suppliers with ease, including one-time suppliers ● Easily send J.P. Morgan an accounts payable (AP) file for supplier analysis ● Leverage float to extend days payable outstanding (DPO) while paying suppliers faster ● Establish better visibility and control over spend Let us help you with supplier recruitment to expand virtual card usage with more suppliers. This helps to increase your rebate while offering the security and flexibility of digital payments. How the solution works The process is simple: ● You approve an invoice, and we receive a request ● We create a virtual card and deliver the payment to your supplier ● Your supplier processes the payment ● We provide you with a reconciliation file Page 212 of 638 G. Banking Services | 68 | Oracle Fusion and J.P. Morgan Figure 12 We recommend the City join our National Government Commercial Card Consortium. This consortium provides the City with an opportunity to earn rebate revenue, drive efficiencies and mitigate fraud with our market leading commercial card solutions. Please see Appendix 8 for our sample contract. H. Reporting Describe the frequency and format of reports that you would provide to the City and include sample reports and records. Receive both prior-day and current-day information on J.P. Morgan Access. Information sharing is critical in today’s fast-paced business environment. Our online portal provides a powerful tool that delivers timely, accurate data through reports that are easy to create and read—helping you analyze and manage cash flow. The Account Balances snapshot view displays current or prior-day balances on the Home Page, and presents opening ledger, current ledger and current balances totals in an account or base currency. Cash reporting tools let the City create, customize and run up-to-the-minute reports on its accounts, all from a single location. Your users select the information needed in the way they want it presented and schedule reports from a single page. Reports are customizable to fit your needs. Receive prior-day information reporting by 7:00 a.m. local time, based on where each account is domiciled. Receive current-day information of transactions posted (memo-posted transactions)—such as lockbox, wire, ACH, returns, controlled disbursement and demand depository accounts— throughout the day, within minutes of receipt or completion. The City can also use our banking portal to consolidate information reporting for all company accounts either at J.P. Morgan or at any other bank across the globe. The online portal receives current-day and prior-day information from U.S. domestic banks through a third-party provider and from global banks through the SWIFT We fit the way you work Save time with flexibility and ease of use—our banking portal fits the way you work: Customize your home page to provide information you need on one page View, print, export, save and share, without having to use paper unnecessarily Sort, filter, search with the ability to view checks and deposit images Page 213 of 638 G. Banking Services | 69 | Network. Manage all your bank account information through one application in one format at one time with this multibank service. Please refer to Appendix 9 for sample reports. Page 214 of 638 I. Pricing and Account Analysis | 70 | I. Pricing and Account Analysis 1. Provide the proposed prices for the list of basic banking services on the Required Services Pricing worksheet. Itemize any other charges that would apply to these accounts. Acknowledged, please refer to Appendix 2 for the completed Required Services Pricing worksheet, and Appendix 1 for our pricing pro forma. 2. Does the City have the option of compensating your bank on either a fee or balance basis? Is the price the same for either option? If not, what is the difference? If on a fee basis, can excess balances be used to partially offset activity charges? We accept compensation based on fees and/or balances, with no difference in unit prices. ● Fee Compensation: If you choose a fee compensation plan, balances are not used to offset any service charges. Total service charges are debited from a designated account, generally monthly. ● Balance Compensation: If you choose a balance compensation plan, eligible balances are used to calculate an earnings credit allowance to offset service charges. If eligible balances are sufficient, the earnings credit allowance offsets the service charge. If the level of eligible balances does not fully cover the fees, remaining service charges are debited from a designated account, usually monthly. 3. Please describe the procedures used to make an adjustment to bank statements and to assure a corresponding adjustment to account analysis statement. How is the adjustment handled if the analysis period has already ended? Details of adjustments to prior periods are provided in separate sections of the current analysis statement and labeled as such in the Financial Recap section. The City should notify us in writing of any errors or not receiving an account analysis statement within 60 calendar days after the statement is made available. Errors are researched thoroughly so appropriate adjustments can be applied to the account. Should there be a billing error and adjustments not completed prior to the direct debit, we will post the difference between the original and corrected service charge as a separate transaction. 4. How is your earnings credit determined, adjusted and applied? Please include in your explanation the impact of your reserve requirement, your formula for converting service charges to balance requirements, and a listing of your earning credits and reserve requirements. Cash remaining in a non-interest-bearing demand deposit account at the end of the day is used to determine an earnings credit value on account balances. This credit is calculated by us and reflected on your monthly account analysis statement to reduce the amount due for banking service fees. We use the following formula to calculate the monthly earnings credit allowance: Page 215 of 638 I. Pricing and Account Analysis | 71 | Monthly earnings credit allowance calculation (Average Monthly Investable Balance x ECR x Actual Number Of Days in Month) Actual Number of Days in Year 5. Describe the bank's policies concerning daylight overdrafts and what, if any, impact these policies may have on the management of the City's accounts. We will work with the City to understand your payment flows and credit needs. Daylight or intraday overdraft limits are not advised and are at our discretion. We will work with you to establish appropriate intraday facilities so that your payments are processed on a timely basis. Intraday credit limits are determined based on each individual entity’s needs with historical usage and anticipated cash flow. Limits are monitored on an ongoing basis to help make sure that the lines are sufficient. Intraday guidance facilities are operated on an unadvised basis. We would also need to understand where daylight overdrafts are required as in some countries daylight overdrafts are not permitted and advised lines are required. Currently, J.P. Morgan does not charge interest on the usage of daylight or intraday overdraft limits arising from normal clearing activities, as long as the overdraft positions are cleared prior to the close of the branch’s banking day. Any overdraft positions extending overnight will be charged based on the applicable overdraft rate as determined according to the branch and currency of the account, along with a daily occurrence fee. We reserve the right to change our fees and charges at any time. Interest charges will be applied for each calendar day the accounts remain in overdraft position. In cases where overdraft facilities have been established, the predetermined overdraft facility rate will be assessed. The day count basis used for interest calculation varies depending on currency and branch location, but is based on market standard. 6. Is the bank willing to guarantee the proposed fee for the entire term of the contract? If no, how long are the fees guaranteed? J.P. Morgan is willing to guarantee the proposed fees for 10 years. Page 216 of 638 J. Optional Services | 72 | J.Optional Services In addition to those listed in Section III, Scope of Services, there are services the City may desire to use depending on the availability, quality and price of the service offered. Proposals are not required to address optional services in order to be considered an acceptable proposal. Final selection, however, of the successful proposal may be based on the ability of the banking institution to provide these services at an acceptable price as determined by the City. 1.Free or reduced price accounts and other banking services for City employees The City employees may be eligible to open a variety of Chase checking and savings accounts. Information regarding our consumer banking products and retail branch locations can be found at www.chase.com or by visiting any Chase retail branch. We have also provided information on the following two services that The City employees may find beneficial: Chase Secure Banking Chase Secure Banking is a low-cost banking product that can help provide consumers access to a checking account and traditional banking relationship, including those consumers new to banking or who have had trouble getting or keeping a banking account in the past. Chase Secure Banking works like a traditional checking account but does not allow check writing or wire transactions (incoming or outgoing), and is designed to only allow the bank to authorize transactions against sufficient funds in their account so the consumer will not get overdraft fees. With Chase Secure Banking, consumers can: ●Access Chase ATMs and branches ●Access the Chase Mobile app and Chase.com to check their balance, send money to friends and family, pay bills, and monitor their credit ●Deposit checks and get direct deposits from an employer ●Make electronic payments (ACH) and set up bill pay ●Use a debit card which is accepted almost everywhere Visa debit cards are accepted ●Access Chase Offers, available on the Chase Mobile app as a way to get more value from purchases Consumers can sign up for Chase Secure Banking online at chase.com/securebanking or at any Chase branch location. The monthly service fee for Secure Banking is $4.95/month ($60/year), which allows Chase to deliver a sustainable product, and also provides access to a significantly less expensive banking product for unbanked Page 217 of 638 J. Optional Services | 73 | customers. Consumers can avoid the monthly service fee by having $250 in electronic deposits each monthly statement period. Product terms are subject to change. The bank continues to innovate and develop products that meet the needs of the communities it serves. Its thousands of branches provide access to home lending, small business funding, and advice on reaching personal and business financial goals, in addition to personal banking needs. Chase Home Lending Employee Benefit Program The City’s employees are invited in the opportunity to participate in the Chase Home Lending Employee Benefit Program. This program is a powerful program that provides your employees cost saving benefits on the financing cost of a new home purchase or refinance. This program also provides education and tools that can assist your employees in deciding whether buying or renting a home is the best solution. The Chase Home Lending Benefit program is only available to employees and retirees of participating companies, universities or governmental agencies that host our offer on their HR/Benefits site. The Chase Home Lending Employee Benefit is supported by a high level dedicated team of Home Lending Advisors that will make certain employees have a team to personally guide them through the entire home lending process. The program and benefits are not currently available at any of our Chase Banking Centers. There is no cost to The City to participate in the Chase Home Lending Employee Benefit Program. Once The City agrees to opt-into the terms and conditions and agrees to host our customized URL on your HR/Benefits portal, we will provide you with a dedicated URL giving your employees immediate and ongoing access to the Chase Home Lending benefits and online tools. To see a sample of the page we will create for you once your enrollment is received, click here. A team of Home Lending Advisors are ready to serve your employees. Your employees will never need to visit a branch, and their entire mortgage process can be completed online, via the Chase MyHome app and over the phone. Ready to enroll and/or learn more visit: www.Chase.com/ExclusiveBenefits. 2. Electronic accounts payable processing. Our clients need to easily integrate innovative solutions into their daily business operations to take advantage of greater convenience, information accuracy and increased efficiency. We work closely with our clients to understand their current needs and anticipate future needs. For example, J.P. Morgan has a long-term commitment to leading the industry’s transition to electronic payments. We support the expansion of check image, Internet-based technologies and the use of artificial intelligence for improving transaction return processing and limiting administrative returns, as well as automating fraud detection and prevention efforts. Page 218 of 638 J. Optional Services | 74 | Leadership and influence Our clients benefit from our industry influence. J.P. Morgan Treasury Services is an active member of industry forums and roundtables sponsored by groups such as the Bank Administration Institute (BAI), Association of Financial Professionals (AFP), X9 Accredited Standards Committee, hardware/software vendors, the Federal Reserve and the National Automated Clearing House Association (Nacha). Our involvement on boards and operational committees lends us opportunity to share the course and direction of the payments market. For example, our active participation on the Nacha Board of Directors, the Rules and Operating Committee and the Clearing House Payments Association, allowed J.P. Morgan to play an integral part in the formation of the new Nacha Same Day ACH Rule changes on behalf of our clients. Innovation Client feedback and demand drive the development, design and implementation of our product enhancements. We constantly evaluate existing product delivery platforms and processes, gathering information from direct customer contact, internal customer contact personnel, other banks and regulators. An example of this commitment was the creation of new alerts and Transaction Services within our portal, J.P. Morgan Access. Clients asked to be alerted when there were issues with executing a wire transfer or when Fed or CHIP wire transfer funds were returned. These alerts are now available on the portal’s home page. Our financial strength and scale allow for significant investments in technology that enhance the bank’s ability to provide ongoing improvements as technologies advance. The bank’s product and market management teams actively participate in the design and deployment of new and enhanced services. We continually innovate to enhance our client solutions, reduce processing costs and increase operating efficiency. While explicit research and development costs are not disclosed, our technology investment, which includes technology, communication and equipment costs, is expected to be $18 billion for 2025. STRATEGIC INVESTMENTS What we are doing to innovate We have hired thousands of personnel, invested hundreds of millions of dollars in new technology and implemented training and education programs. As of December 31, 2024, JPMorganChase had 317,233 employees globally, an increase of 7,307 employees from the prior year. Our employees are located in 66 countries with 59% of the firm’s employees located in the U.S. We have branches in 48 states and Washington D.C. DELIVERING DIFFERENTIATION We deliver differentiation by distinguishing our product set and leading the industry in cash management solutions. We plan to further our leadership in product and payment capabilities by: Focusing on industry specialization Deepening industry-specific offerings Leading in payments solutions Integrating platforms Providing an excellent client experience Creating a smoother, simpler and faster implementation process Page 219 of 638 J. Optional Services | 75 | Minimizing disruptions As any change or update we make to our products has the potential to affect our clients, we focus on minimizing disruption when adding new features and enhancing functionality. Our development teams have years of treasury management experience. Our track record for implementing product enhancements quickly and effectively speaks for itself. Additionally, because we do not outsource development, clients work closely with our development teams and bankers to fine tune solutions, implementation and operations. Innovation strategy We understand your business and pain points. We focus on these themes for innovation to help you mitigate or resolve those pain points. Some new services and enhancements cross multiple themes to tackle multiple pain points with one solution. Innovation strategies Efficiency and optimization Benefits to the City • Save time with cash flow forecasting, optimized liquidity and a reduction in manual processes • Save money by establishing optimal ways to send and receive funds, reduce paper and remove friction • Increase visibility with well-designed tools across all channels and geographies Recent enhancements • Mixed payment file transmission with virtual card • Lockbox Decision Manager provides a review of all documents associated with a transaction to provide an accept or reject decision • J.P. Morgan Real-Time Payments through API channels • Global Mass Pay gives you the power to send low-value, high-volume cross-currency payments without an account in the payment currency • Easier integration with ERPs • Use Kinexys Digital Payments to instantly send and receive business-to-business payments using our first-ever digital currency powered by blockchain • Access now offers Confirmation Payment notification for all types of incoming and outgoing payments • Cashflow360: End-to-end automation of core accounts payable and accounts receivables processes with automated workflow capabilities • Virtual Account Management: Streamlined account structures and centralized processing with the vision of a single bank account leveraging an account sub-ledger Upcoming developments • Global Payments Strategy: Increase payment efficiency, maximize cost savings, increase smart metrics and unlock value of liquidity Page 220 of 638 J. Optional Services | 76 | Innovation strategies Ease of doing business Benefits to the City • Participate in a smooth transition with technology that overcomes roadblocks provided by experienced onboarding teams • Improve payables and receivables processes with fast and simple solutions • Spend less time onboarding and opening accounts Recent enhancements • Cashflow360 • Know Your Customer (KYC) process simplification and shorter time frame • Chase Connect enhancements include a redesigned portal • Chase Connect Simple Pricing offers everything you need for one price • Additional APIs make it easier to connect with J.P. Morgan: Access APIs for reporting J.P. Morgan Real-Time Payments Integration with ERPs Upcoming developments • Easier integration with more ERPs • Virtual Branch (for some international regions): Eliminates the need to be physically present at traditional bank branches • Exchange documents with your relationship team in a simple, secure way Enriched insights Benefits to the City • Transformative data is contextualized, clear and actionable • Implement effective solutions through strategic consulting that matches each of your specific needs to the most effective solution • Make the complex simple with comprehensive digital solutions that put everything in one place Recent enhancements • Merchant Services integration with digital J.P. Morgan Access • Portal for supplier payments that creates lower risk exposure since we store suppliers’ sensitive bank information • Data visualization provides dynamic display of transaction flows, interactive analytics dashboard and the ability to drill down to details • Virtual card with real-time access and 24/7 availability Upcoming developments • Commercial card integration with Chase Connect Risk management Benefits to the City • Identify potential gaps in fraud protection on your J.P. Morgan accounts • Reduce fraud exposure • Enable more informed risk management decision-making • Increase resiliency and redundancy with multifaceted payment solutions • Stay ahead of cyber and fraud risk with a proactive defense Page 221 of 638 J. Optional Services | 77 | Innovation strategies Recent enhancements • Proprietary fraud diagnostic tool • Leverage our Cyber Security Operations Centers • Provide cyber fraud training sessions • Focus on J.P. Morgan Access client security controls • Early Warning advanced analytics integration through Merchant Services • Early Warning advanced analytics integration through ACH • Just-in-Time Funding • Multibank Cross-Currency Sweeps • Reduce your payment risk by going paperless Upcoming developments • FinTech Evaluations Optional services We have gained considerable experience in pairing and tailoring our products to the specific needs of our public entity clients. Our experience with various situations, along with our ability to develop effective and relevant solutions, have earned an impressive reputation within the public sector. Please refer to the following section for descriptions of the optional, value added services and products that are most relevant to the City’s current situation: Page 222 of 638 K. Additional Services | 78 | K. Additional Services There are services not otherwise identified in the City's RFP that the proposer may offer to the City. Proposals are not required to address any additional services in order to be considered an acceptable proposal. However, final selection of the successful proposer may be based on the desirability and cost of the additional services offered. Our particular expertise lies in adapting and aligning our vast breadth of solutions to the specific operating requirements and environments of our clients. We accomplish this by listening to our clients and developing an understanding of their operating environments. We then construct a solution that not only meets our clients’ existing operational needs, but also challenges them to consider additional operational improvements. It is our intent to bring this same approach to the City as we endeavor to strengthen and grow our relationship. The services below are proposed to augment and complement the requirements included in the RFP. Each of these services is incremental to the solutions presented in the body of our response. Pricing for these services will be provided upon request. In addition to the Virtual Card and Check print services we mentioned in the Potential Future Enhancements section, we offer the following value-added optional product and services. Digital Bill Payment Your constituents expect modern methods to view and pay their bills. J.P. Morgan has joined with Paymentus to offer a market-leading, paperless electronic bill presentment and payment solution. Through our collaborative relationship, we offer your customers a seamless and fast payment experience. Our relationship with Paymentus, an industry-leading eBilling and payment solutions provider, unites innovative technology with the security and confidence of a world-class treasury and merchant services bank. The resulting solution, Digital Bill Payment, meets your needs for a simplified, secure and customizable experience. It gives your constituents the ability to pay when, where and how they want. Digital Bill Payment provides a single, integrated solution for web, mobile, interactive voice response (IVR) and in-person payments and more. Your constituents can easily view invoices electronically through an online portal and pay a single invoice or multiple invoices with: ●eCheck ●Credit or debit card ●Digital wallets ●In-person cash payments SIMPLIFY AND STREAMLINE Stay close to the payment life cycle Improve reconciliation Reduce paper float, improving working capital Expedite collections with electronic payments Page 223 of 638 K. Additional Services | 79 | Keeping it simple As a fully hosted, single-vendor solution, Digital Bill Payment eases the burdens, pitfalls and fees that come with coordinating various systems. Our solution helps you better manage your billing and payment process. You get access to a spectrum of services and capabilities with one connection and one integration. Digital Bill Payment provides you with an omni-channel payment solution to meet your current requirements and your future growth opportunities, including PayPal, Venmo and many digital wallets. You choose when and how you enable them—whether it’s today or down the line as your needs change. Receivables Online Value Added Solutions The City is currently using Receivables Online (RO), a web-based receivables management dashboard and account reconciliation application accessed through J.P. Morgan Access®. It combines advanced image and data capture technology to deliver a consolidated view of current-day and long-term remittance data. In addition to having access to view receivables information online, you can also establish file integration with your system of record to import data for cash application and reconciliation reporting. A solution for electronic payments Do you receive electronic payments? Improve your straight-through transaction posting with our Remittance Association solution. Remittance Association (RA), is an optional value-added service of Receivables Online, that provides reconciliation between ACH and wire payment activity with remittance advices that are received through a separate channel via email. The remittance advices created from client emails and sent to their unique J.P. Morgan email box will be associated to the payment transactions and delivered to the client via data transmission to their ERP. Page 224 of 638 K. Additional Services | 80 | Consolidate incoming receivables of checks, ACH, J.P. Morgan Real-Time Payments and wires Figure 13 Receivables Online lets the City view transaction data and images that are stored on a server at the bank. You access the server via the internet, using a standard web browser. Your lockbox images are available after each transaction is completed. Further, electronic payments are available on a scheduled basis. Images are retained in a high-speed, online storage archive for more than a month. the City may also choose to use our 10-year archive solution, on the same web browser, for your long-term retention needs. Receivables Online is powered by J.P. Morgan Access, which allows the application to act as your one-stop shop for all of your reporting needs. Receivables Online Remittance Association Our offering includes a solution for matching electronic payment activity to the corresponding remittance information. With Remittance Association, the City can instruct your customers to direct the remittance information intended for an incoming electronic payment to the bank via email. Using intelligent character recognition, we capture the relevant information from email bodies and/or attachments and systematically match them to incoming ACH and wires. This results in an improved, more highly efficient and straight-through cash posting experience for you. ADVANTAGES FOR THE CITY. Improve your straight-through cash posting with our Remittance Association solution. Remittance Association automatically associates electronic payment activity to corresponding remittance information sent via email. Page 225 of 638 K. Additional Services | 81 | How it works Remittance Association is a value-added service within Receivables Online that facilitates the reassociation of remittance information that was emailed separately from an electronic payment that our client has received from their customer. 1. Client remitters send electronic payments (ACH, wire or J.P. Morgan Real-Time Payments) and send the associated remittance data to client email or by other means. Remittance can be received by J.P. Morgan in the following ways: ● Email sent directly to J.P. Morgan by client remitter. ● Email received by client and forwarded to J.P. Morgan. ● Client uploads a file or directly enters remittance information online. 2. Email messages and attachments are “read” using character recognition to turn the data into actionable remittance. 3. Using an advanced matching algorithm, remittance data is intelligently matched to your received payments. 4. Exceptions to the automated reconciliation process are presented to the client online, through Receivables Online, for research and repair. 5. Once exceptions have been repaired, a file of all transactions will be delivered to the client (if set up on file transmission service). If not set up for transmission services in Receivables Online, the client can choose to download one of the optional reports to support manually posting or uploading to ERP. Virtual Reference Number Solution—How it works Our VRN solution can help alleviate the following common payment challenges: ● Payers making one payment for multiple invoices ● Payers making partial payments for one invoice ● Incomplete information given for payments received ● Identification of client receiving entities to which payments should post Electronic receipts are paid quoting these dedicated VRNs, which are linked to your physical account with J.P. Morgan, thereby enabling automated and clear identification of your payers without the onerous task of manual reconciliation. Here’s how it works: ● We provide you a range of reference numbers to assign to each of your payers and/or receiving entities ● Your customers quote the VRN in place of your account number ● When we receive the payment, we automatically associate the VRN to you and credit your operating account with us Page 226 of 638 K. Additional Services | 82 | ● Each credit contains the associated VRN to identify the payer/receiver and apply to your accounts receivable ● Access the VRN in the transaction postings to your account—reference numbers are reported on standard reports via J.P Morgan Access, File Transmission and Receivables Online Automating reconciliation with Receivables Online Integrating our VRN solution with Receivables Online further enhances and automates your reconciliation process. Our solution incorporates electronic and paper-based receivables data and performs the first level matching against your outstanding invoices. Our receivables reconciliation solution provides online access to your receipts, performs automated reconciliation with your outstanding accounts receivables, as well as easily facilitates exception identification and reduce error rates. Virtual Reference Numbers (VRN): process flow and reporting options Figure 14 Although they can be deployed individually, Receivables Online, complemented with our VRN solution, offers the City a powerful and effective way to streamline your receivables reconciliation processes. The VRN solution identifies who has paid while Receivables Online reconciles what has been paid. Decision Manager Decision Manager allows the City to configure rules to stop payments from being processed through the lockbox if they meet your defined criteria. Page 227 of 638 K. Additional Services | 83 | How Decision Manager works Figure 15 Decision Manager is flexible and provides options for criteria: ● Check only transaction ● Missing data ● Unbalanced amounts ● Stop/Go file exceptions View exception items and make deposit decisions on the same day to provide any missing data required to post the transaction. You can add or delete additional rows of remittance data as part of the decision process. If you choose not to have us deposit a specific transaction, your staff indicates a “reject” decision and that transaction is mailed back to you unprocessed. Decision Manager displays a notification if another authorized user is already working the transaction. The notice indicates which user is working on the transaction and allows it to be unlocked to override access. Page 228 of 638 K. Additional Services | 84 | Decision Manager exception process Figure 16 Exceptions are managed within Receivables Online and allows the City to review and decision exception items that would otherwise be forwarded as unprocessed work. We identify exception items during lockbox processing and then present to you same day on Receivables Online. Use this online tool to determine if the payment should be accepted or rejected and mailed back to you. You have up to 120 hours from capture to provide instructions to our lockbox team. Remote Deposit Capture/Remote Lockbox Capture—for Mobile Mobile capabilities provide another efficient and cost-effective electronic alternative to paper deposits. To extend the reach of a remote deposit service to the point of check receipt, use our remote capture service available on mobile devices. It only requires a compatible smartphone or tablet, connectivity service plan, a wireless signal, and a J.P. Morgan demand deposit account. Our mobile remote capture service is fully integrated with our desktop solution providing the same features and functionality. To maximize organizational efficiencies, use desktop scanners and the mobile solution together or stand alone. Remote Deposit Capture—Mobile Use Remote Deposit Capture service in the U.S.: For U.S. accounts, checks must be: Checks must be scanned from a U.S. location. Drawn on a U.S. financial institution. In U.S. funds. Deposited into a J.P. Morgan U.S.- domiciled DDA Page 229 of 638 K. Additional Services | 85 | Remote Deposit Capture Mobile provides you an intuitive and easy to use solution • Employees in the field photograph and capture checks for deposit to your J.P. Morgan DDA • Optional user fields allow data entry of additional deposit information (numeric, alpha, alphanumeric, amount, or date fields) that flows through with the associated check image • The check image and/or document is uploaded and transmitted to the bank for processing • Review 14-day deposit history on the mobile device • Access remote captured images in the online repository up to 10 years • No sensitive data is stored on the mobile device once a deposit is completed • The intuitive solution requires minimal training or support ACH eLockbox Transaction Repair Transaction Repair is an option through J.P. Morgan Access that streamlines the exception process. Use Transaction Repair to review and repair exception items online for faster posting to your back-office system. We match incoming transactions against your posting rules (e.g., customer reference number or account number) and send you a list of exceptions to review and repair online via the online portal to facilitate posting. Transaction Repair allows you to return transactions you cannot post or submit notifications of change electronically to the originators to correct future transactions to improve straight-through processing. Additionally, you can: ● Act on and validate payments from your customers to accept incoming CIE, CCD, CCD+, CTX, web, TEL, PPD and PPD+ transactions ● Automatically receive and review transactions that don’t meet your edit/validation instructions and correct these transactions securely online When we receive your online corrections by the established cutoff time, we will remit the corresponding payments to you in your designated eLockbox posting file that same day. Further reduce future exceptions with our Auto Repair feature, where any repairs you make will be automatically applied to any future incoming items with that same erroneous information. ACH eLockbox Transaction Review and Repair: How it works Figure 17 Auto Repair Option: Let us correct and repair transactions automatically and then send to you for automatic posting. Page 230 of 638 K.Additional Services | 86 | J.P. Morgan Concourse J.P. Morgan Concourse™ is an end-to-end, digital, omni-channel solution. It provides the City with a seamless digital payout experience that lets you directly connect with your customers and suppliers through multiple channels, including a City-branded online and mobile portal that we host securely. Concourse provides the City with an incredible amount of flexibility, including multiple payment methods, comprehensive reporting and integration options. As a solution we fully own and support, Concourse delivers J.P. Morgan’s payment processing excellence, security and expertise to the City, providing you with a single end-to-end access point. Helping clients meet their objective to own the customer experience The payments ecosystem is evolving faster than ever, and the City needs a provider that helps manage complexity and oversees your end-to-end payables activity across regions and rails. Our new digital platform, J.P. Morgan Concourse™, is nimble and integrates disruptive and up-and-coming payments technology as it becomes available. The City is in control, and we can easily add (or remove) the additional methods of payment available as you desire. This flexibility even extends to changing options among different programs to meet respective line-of-business needs where regulatory requirements might exist. This is all available to the City via Concourse, allowing you to make changes on demand. Providing a streamlined and intuitive user experience to the customer Our Concourse platform offers a modern, intuitive and simple interface to payees receiving payments from the City. Concourse offers automatic payment communications to payees via a City-branded email or SMS text. In addition, a City-branded customer portal is available where payees can review payment details and accept payments through their preferred payment method made by you. Concourse offers the flexibility for you to initiate payments to your counterparties intelligently and offer them a variety of payment options to choose from. ●You can opt to offer traditional payment methods, such as Check and Same Day or Next Day ACH. ●You may also choose more “instant” options, such as Zelle® and J.P. Morgan Real-Time Payments network or push to a debit card. ●You have the ability to push funds directly to alternative methods of payments, including Venmo or PayPalTM digital wallets. ●In the future, Concourse will also support additional digital wallet capabilities. We offer a seamless experience for the City’s payees to select their preferred method of payment based on the payment options that you make available. Whether that individual is representing themselves or their business, our model is designed to support the City’s beneficiaries. You can customize the payment reference information to make information available to payees in the Concourse interface, including adding specific legal verbiage or marketing adage. Page 231 of 638 K. Additional Services | 87 | Concourse provides you the ability to apply customized content and styling to your payee facing portal while supporting multiple languages, such as English, French and Spanish. Account Validation Service As reliance on electronic payments continues to grow, so does the need to validate and authenticate payment data. Our industry-leading Account Validation Service (AVS) allows you to originate payments with confidence, combatting fraudsters and reducing risk. AVS is a routing engine and service offering for validating counterparty payee information using the bank’s Early Warning® databases. Using data provided by you, the service verifies the status and/or ownership of a U.S. demand deposit account (DDA). AVS offers: ●Account Verification: Uses bank routing and account number to provide real-time account status for consumer and business accounts ●Owner Authentication: Confirms customer and business identities and enables clients to confirm account owner or authorized user Account Verification and Owner Authentication are not required to be done together. Additionally, Account Validation Services: ●Enables proactive validation of accounts and does not rely upon a single data provider ●Offers a waterfall approach, which allows querying across multiple data providers, expanding reach ●Queries J.P. Morgan proprietary data—both credit and debit ACH transactions ●Offers a complete solution set to meet your account validation requirements and to satisfy compliance requirements with the Nacha WEB Debit rule AVS for the U.S. government In 2023, the United States Treasury Department selected J.P. Morgan to provide Account Validation Services to federal government agencies after a competitive selection process. Using our advanced technology, we will verify critical payment information for the U.S. government before payments are issued. Page 232 of 638 K. Additional Services | 88 | Act to combat fraudsters and reduce risk with J.P. Morgan Account Validation Services Figure 18 Our solution allows for integration through multiple interface options, including API, file transmission or through manual single- or batch-level entry of inquiries into our J.P. Morgan Access online portal. Although we see that most clients only implement and leverage a single connectivity method, all three connectivity options can be used alone or in conjunction with each other and will leverage a range of data elements for the following attributes: ● Verify ABA and account number ● Verify account open or closed status ● Verify historical risk on accounts Our AVS solution was built specifically to allow us to offer validation services to our client base without being tied to a single data or service provider. AVS optimizes the flow of information and real-time validation by leveraging multiple data sources, including proprietary J.P. Morgan ACH and account data, Early Warning and additional third-party fintech services and micro deposits to increase validation rates. J.P. Morgan Entity Validation Services (EVS) overview J.P. Morgan Entity Validation Services (EVS) delivers a convenient and secure method to help verify individual identity or business entity information in connection with your payments initiated through J.P. Morgan to help prevent fraud and manage risk. Page 233 of 638 K. Additional Services | 89 | Consider the following uses for EVS as you think of fortifying your business processes Figure 19 EVS provides two key verification functions Identity Verification automates the verification of your individual client’s or counterparty’s personal identity data such as name, date of birth, address and government issued ID number(s) against internal and third- party sources prior to onboarding and initiating payments. Business Verification automates the verification of a business entity’s data such as a business’ name, registered principal business address and government issued ID number(s). Also, you can expect verification of submitted related parties such as Underlying Beneficial Owners of the business and authorized signers. How EVS works Figure 20 (1) May include underlying variance details, third party summary score, third party reason indicators Page 234 of 638 K. Additional Services | 90 | Help your business operate more smoothly—and securely EVS offers many advantages to help your business: ● Mitigates the risk of fraud: Verify identity of those that you do business with—in real time—to onboard counterparties onto payments platform ● Detect potential fraud: Review information from payee change requests before updating details, mitigating risk of redirection of funds to unauthorized recipients ● Increase operational efficiency: Custom response mapping to support client decisioning based on internal payment risk tolerance, reducing operating costs of manual reviews ● Accelerate expansion of marketplace solutions: Validate counterparties for successful onboarding to your platform and be ready to sell and receive payments ● Enhanced security: EVS uses J.P. Morgan’s global network of trusted data sources and does not retain personally identifiable information Make EVS work for you Figure 21 Notice: These services are not intended to, and do not, satisfy any regulatory or other requirements for the establishment or maintenance of any Sanctions, Anti-Money Laundering, or Know-Your-Customer program. Clients using entity validation service products remain subject to and solely responsible for compliance with their own regulatory and sanctions obligations. Use of the services does not constitute a guarantee that transactions will be processed for verified or screened counterparties. Page 235 of 638 K. Additional Services | 91 | Improve your corporate travel and expense experience with J.P. Morgan for Oracle Fusion Cloud ERP Take advantage of the collaborative strength and experience of two industry leaders to help eliminate manual reporting and speed up approvals. Oracle Corporation is collaborating with J.P. Morgan Commercial Card to enable expense creation using near real-time transaction authorization data for common clients of Oracle Fusion Cloud Expenses and Commercial Card. The bottom-line benefits ● Save time with automated expense entry and submission with conversational experience ● Take advantage of native integrations for automatic expense creation and faster payment ● Increase security with robust policy controls and exception management ● Stay informed with near real-time card charge alerts that capture expense items globally 24 hours a day, 7 days a week, 365 days a year. Features ● Brand new mobile-driven, conversational experience ● Touchless Expenses with J.P. Morgan commercial cards Mobile notifications on card charge and automatic expense entry creation with charge time, location, merchant, expense type and amount Expenses guided assistant prompts employees to review charges recorded, provide justification and submit for fast reimbursement ● Exception-based approvals process—managers review/approve just the exceptions based on company- specific policies How it works Commercial Card will stream the City’s card authorization data to Oracle Fusion Cloud Expenses on a near real- time basis using Webhook API integration. Users will be notified on the Oracle Expenses application when the expense report is created and they will be allowed to add specific details to these expenses. Page 236 of 638 K. Additional Services | 92 | When Oracle Expenses receives settlement data from J.P. Morgan Commercial Card (via VCF or CDF file), expenses will be finalized and submitted for approval based on the automatic submission settings in the Expenses application. Touchless Expenses—detailed process flow Figure 22 Integration is included at no additional cost to existing users of Oracle Expenses and J.P. Morgan Commercial Card. Integration Benefit only available for clients with a J.P. Morgan Card program To improve the corporate T&E experience, J.P. Morgan sends real-time credit card charge notifications to Oracle. The service will enable real time expense creation as the transactions occur, eliminating manual reporting and speeding up expense report submission and approvals. Page 237 of 638 K. Additional Services | 93 | Oracle Cloud ERP—Touchless Expenses with integrated Corporate Card services Figure 23 A new Mobile Expense experience with J.P. Morgan Commercial Card and Oracle Fusion Expenses enables real- time alerts to capture employee card charges during travel and eliminate manual expense filing. The Oracle Expenses application immediately records the charges, matches the expense with the final charge once posted, and allows the employee to automatically submit the expense report. This application helps Employees get paid faster because of the end-to-end automation with wallet providers, issuing banks, payment networks and Oracle technology reducing the complexity and streamlining the approvals. Commercial Card will stream the City’s card authorization data to Oracle Fusion Cloud Expenses on a near real- time basis using Webhook API integration. Page 238 of 638 K. Additional Services | 94 | How do Touchless Expenses work with J.P. Morgan and Oracle Fusion Cloud? Figure 24 Page 239 of 638 L. Conversion | 95 | L. Conversion 1.Describe a conversion plan to transfer assets of the City to your financial institution. As a current client, you avoid a time-consuming and costly conversion process—and a potential disruption in service—by choosing to retain us as your banking services provider. Your employees can focus their valuable resources on other projects, which ultimately saves you significant work, time and money. Some of the advantages for The City are that accounts and processes do not change. Your previously established client service and implementation teams continue to support you. Because they already are familiar with your accounts and operations, they don’t require the learning curve of a new provider. You don’t need to assemble a transition team or train employees on a new service. Another benefit of renewing the contract with J.P. Morgan is that you avoid many of the burdensome procedures and costs associated with switching financial service providers. 2.What lead-time do you expect will be necessary before the conversion begins? If you decide to add more complex services, we work with you to implement them. An onboarding specialist, who has end-to-end ownership and accountability for the process, is responsible for communicating regularly with you and coordinating activities. This onboarding specialist makes sure that documentation is validated and linked to your account across the bank. They will contact your designated representative(s) to complete all required documentation and determine specific product instructions. Regular, often weekly, meetings occur to share information and measure progress. The onboarding specialist works with you to establish timelines for additional phases of service and then coordinates with the appropriate teams across both organizations to complete the setup. For simple requests, or to add incremental services, we apply our proven implementation approach to add products and services in a structured and efficient manner, with minimal disruption to your business. In 2023, nearly 90 percent of our commercial banking clients responding to a post-implementation survey rated their overall experience as very good to exceptional. We constantly work to improve the implementation experience by obtaining and addressing client feedback. 3.Indicate your plans for educating and training the City employees in the use of your systems, and for providing support after the implementation. We offer the City a variety of methods for training, including webinars, phone and short step-by-step prerecorded videos without cost. Receive the training you need Store/location deposit preparation process Receive a number of materials during the initial implementation meeting, including deposit preparation procedures Page 240 of 638 L. Conversion | 96 | Receive the training you need Change order procedures and system access Receive materials during the implementation process, including procedures and worksheets for our automated IVR or web-based coin and currency ordering system, depending on your preference Online resources The Help tab provides you with online help articles, FAQs, guides, videos and a range of live and prerecorded webinar offerings on how to use our products and services Webinar training Learn about each of our products in the J.P. Morgan Access family—each webinar lasts between 15 to 90 minutes and registration is available via the Help page Phone training Schedule a one-on-one session conducted over the phone to meet your needs by contacting Client Access Training at (866) 619-3055, Monday through Friday, 4:30 a.m. until 4:00 p.m. PT Additionally, instructor-led sessions are available on many of our products including Receivables Online and Remote Deposit Capture Page 241 of 638 References | 97 | References Number of years engaged in providing the services included within the scope of the specifications under the present business name: Within Commercial Banking’s Treasury Services business, the public sector is a key industry segment in which J.P. Morgan continues to invest and enjoy ongoing growth. Our Government Specialized Industry segment provides financial solutions such as tax processing and general banking services to more than 2,100 clients at the state and local government levels for more than 55 years. Describe fully the last three contracts performed by your firm that demonstrate your ability to provide the services included with the scope of the specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1: Agency Name City of Pleasanton Contact Name Susan Hsieh, Director of Finance Telephone & Email (925) 931-5408, shsieh@cityofpleasantonca.gov Street Address 123 Main St City, State, Zip Code Pleasanton, CA 94566 Description of services provided including contract amount, when provided and project outcome Banking (branch, vault, wires, ACH, lockbox, RLC, eLockbox, RDC) and Merchant Services from 2015 Reference No. 2: Agency Name City of Upland Contact Name Saleha Kazmi, Accounting Supervisor Telephone & Email (909) 931-4360, skazmi@uplandca.gov Street Address 460 N Euclid Ave. City, State, Zip Code Upland, CA 91786 Description of services provided including contract amount, when provided and project outcome Banking (branch, vault, wires, ACH, lockbox, eLockbox, ICL, RDC) and Merchant Services from 2015 Page 242 of 638 References | 98 | Reference No. 3: Agency Name City of Newport Beach Contact Name Jessica Kan, Revenue Manager Telephone & Email (949) 644-3153, JKan@newportbeachca.gov Street Address 100 Civic Center Drive City, State, Zip Code Newport Beach, CA 92660 Description of services provided including contract amount, when provided and project outcome Banking (branch, vault, Wires, ACH, eLockbox, ICL, RDC) and Merchant Services from 2020 Page 243 of 638 -16- STATEMENT OF PAST CONTRACT DISQUALIFICATIONS The proposer shall state whether it or any of its officers or employees who have a proprietary interest in it, has ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of the violation of law, a safety regulation, or for any other reason, including but not limited to financial difficulties, project delays, or disputes regarding work or product quality, and if so to explain the circumstances. ◼Do you have any disqualification as described in the above paragraph to declare? Yes q No q ◼If yes, explain the circumstances. Executed on at _______________________________________ under penalty of perjury of the laws of the State of California, that the foregoing is true and correct. ______________________________________ Signature of Authorized Proposer Representative 5/28/2025 Sean Hennessy, Authorized Officer JPMorgan Chase Bank, N.A. 300 S Grand Ave, Floor 3 Los Angeles, CA 90071 4 Page 244 of 638 JAMES CALUCIN Treasury Management Officer 300 S Grand Ave, Floor 3 Los Angeles, CA 90071 (213) 621-8437 james.calucin@jpmorgan.com SEAN HENNESSY Relationship Executive 300 S Grand Ave, Floor 3 Los Angeles, CA 90071 (213) 621-8187 sean.hennessy@jpmorgan.com Page 245 of 638 Appendices Proposal for San Luis Obispo Page 246 of 638 Appendix 1 Pricing pro forma Page 247 of 638 Pricing quoted herein is valid for 60 days from the date of this presentation Pro Forma Analysis May 2025 AFP Number of Units Unit Price Charge For Service ACCOUNT SERVICES 1005 - ACCOUNT MAINTENANCE 010000 0 $10.0000 $0.00 1006 - ACCT MAINT-INT 010010 0 $50.0000 $0.00 1008 - ACCT MAINT-INT ADJ BAL 010010 1 $25.0000 $25.00 1010 - STATEMENT CYCLES 010307 1 $0.0000 $0.00 1756 - ONLINE AUDIT CONFIRMATIONS 010630 0 $25.0000 $0.00 7640 - CREDIT POSTED- ELECTRONIC 010101 450 $0.0500 $22.50 7641 - DEBIT POSTED - ELECTRONIC 010100 100 $0.0500 $5.00 8007 - VIRTUAL REFERENCE MAINTENANCE 010040 0 $1.5000 $0.00 Subtotal $52.50 ACH PAYMENTS 5149 - CQP ZELLE TRANSACTION 250101 0 $0.6500 $0.00 7967 - CQP ZELLE DEBIT CARD TRANS 250101 0 $0.6500 $0.00 Subtotal $0.00 AUTOMATED CLEARING HOUSE 1112 - ARC DEBIT ORIGINATED 25010F 0 $0.0350 $0.00 1113 - ARC SWAP OF DATA 251070 0 $0.3000 $0.00 1132 - REMOTE DEPOSIT ACH ITEM 25010F 0 $0.0900 $0.00 1152 - REMOTE DEPOSIT ACH MAINT 250000 0 $20.0000 $0.00 2695 - ACH MAINTENANCE 250000 0 $25.0000 $0.00 2700 - CREDIT ORIGINATED 250101 0 $0.0300 $0.00 2705 - DEBIT ORIGINATED 250100 0 $0.0300 $0.00 2710 - DELETION / REVERSAL - MANUAL 250620 0 $30.0000 $0.00 **2714 - ACH IMPLEMENTATION-DIRECT SEND 251000 0 $1,000.0000 $0.00 2716 - CREDIT RECEIVED 250201 250 $0.0300 $7.50 2717 - DEBIT RECEIVED 250200 250 $0.0300 $7.50 2720 - RETURN ITEM 250302 7 $2.5000 $17.50 2722 - NOTIFICATION OF CHANGE 251070 17 $0.1500 $2.55 2729 - RETURN NOTIFICATION - ONLINE 250400 7 $1.0000 $7.00 2730 - NOTIF OF CHANGE - ONLINE 250400 17 $0.5000 $8.50 2732 - ELOCKBOX FILE PROCESSING 250501 21 $4.0000 $84.00 2740 - RETURN ITEM REDEPOSIT 250310 1 $3.5000 $3.50 2742 - CREDIT ORIGINATED - JPM ACCESS 250101 1,550 $0.0500 $77.50 2744 - DEBIT ORIGINATED - JPM ACCESS 250100 650 $0.0500 $32.50 2746 - JPM ACCESS ACH MAINTENANCE 250000 2 $8.0000 $16.00 2751 - ELOCKBOX RETURN - ELECTRONIC 250302 0 $2.5000 $0.00 2752 - ELOCKBOX NOC - ELECTRONIC 251070 0 $2.5000 $0.00 2753 - DELETION / REVERSAL - ELEC 250620 0 $5.0000 $0.00 2765 - ACH BATCH/FILE PROCESSED 250501 0 $5.0000 $0.00 2796 - ADDENDA RECORD ORIGINATED 250120 5 $0.0300 $0.15 2809 - NOTIF OF CHANGE - EMAIL 251070 17 $0.5000 $8.50 2810 - RETURN NOTIFICATION - EMAIL 250400 3 $1.5000 $4.50 2814 - NOTIF OF CHANGE - TRANSM 251070 0 $3.0000 $0.00 2860 - TRANSACTION BLOCK MAINTENANCE 251050 1 $5.0000 $5.00 2861 - ACH TRANS BLOCK AUTHORIZED ID 251051 46 $0.2500 $11.50 **5488 - ELOCKBOX IMPLEMENTATION 251000 0 $500.0000 $0.00 5489 - ELOCKBOX MAINTENANCE 250000 1 $15.0000 $15.00 5490 - ELOCKBOX TRANSACTION RECEIVED 050300 1,600 $0.0300 $48.00 5491 - ELOCKBOX TRANSACTION REFORMAT 050311 1,629 $0.0000 $0.00 5493 - ELOCKBOX ADDENDA RECEIVED 250220 0 $0.0200 $0.00 5497 - ELOCKBOX TRN REPAIR MAINT 250000 0 $95.0000 $0.00 5498 - ELOCKBOX TRN REPAIR ITEM EDIT 359999 0 $0.5000 $0.00 7629 - ACH POSITIVE PAY EXCEPTION 250670 0 $2.0000 $0.00 8019 - ACH ORIGINATED SAME DAY CREDIT 250101 0 $0.5000 $0.00 8020 - ACH ORIGINATED SAME DAY DEBIT 250100 0 $0.5000 $0.00 8021 - ACH ONLINE SAME DAY CREDIT 250101 5 $0.7500 $3.75 8022 - ACH ONLINE SAME DAY DEBIT 250100 0 $0.7500 $0.00 Subtotal $360.45 BAI/SWIFT/ISO REPORTING 3653 - H2H FILES TRANSMITTED OVER 67 4004ZZ 23 $0.0000 $0.00 3654 - H2H FILES TRANSMIT OVER 500KB 4004ZZ 0 $5.0000 $0.00 6080 - H2H CURRENT DAY MONTHLY SVC 4004ZZ 0 $150.0000 $0.00 6085 - H2H ACCOUNTS REPORTED 4004ZZ 1 $10.0000 $10.00 6093 - H2H CHECK ITEMS REPORTED 400632 700 $0.0500 $35.00 6094 - H2H TRANS DETAIL REPORTED 400632 3,000 $0.0500 $150.00 6095 - H2H NON-CHECK ITEMS REPORTED 400632 800 $0.0500 $40.00 Subtotal $235.00 Service Analysis* Service Description Page 248 of 638 BALANCE BASED CHARGES 35 - BALANCE BASED CHARGES2 000230 1 Balance Based BANKING CENTER SERVICES 1306 - BRANCH CREDITS POSTED 100000 20 $2.5000 $50.00 1316 - BRANCH DEPOSIT-BAGGED COIN 100012 0 $7.5000 $0.00 1317 - BRANCH COIN DEPOSIT FULL BAG 100014 0 $2.0000 $0.00 1318 - BRANCH ORDER - COIN ROLL 100044 5 $0.1500 $0.75 1319 - BRANCH ORDER CURRENCY STRAP 10004A 8 $0.5000 $4.00 1320 - BRANCH DEPOSIT IN NON STD BAG 100012 0 $2.0000 $0.00 1332 - BRANCH DEPOSIT ADJUSTMENT 100500 1 $5.0000 $5.00 1333 - BRANCH ORDER PROCESSED 100040 3 $3.0000 $9.00 7173 - NIGHT DROP CASH VERIFICATION 100000 0 $0.0030 $0.00 7174 - TELLER LINE CASH VERIFICATION 100000 6,700 $0.0070 $46.90 Subtotal $115.65 DEPOSITORY SERVICES 501 - CHECK DEPOSITED-ON US 100220 850 $0.1000 $85.00 513 - CHECK DEPOSITED-TRANSIT 100224 818 $0.1200 $98.16 519 - IMAGE GROUP ONE 100214 0 $0.0400 $0.00 520 - ON-US STANDARD 100210 0 $0.0400 $0.00 521 - IRD PERIOD ONE 100214 0 $0.0400 $0.00 524 - FILE TRANSMISSION REC.- VPN 101321 0 $150.0000 $0.00 526 - IMAGE GROUP TWO 100214 0 $0.0400 $0.00 528 - IMAGE GROUP TWO - TIER 2 100214 0 $0.0400 $0.00 541 - REMOTE DEPOSIT CAPTURE ITEM 101310 0 $0.1500 $0.00 548 - REMOTE DEPOSIT CAPTURE MAINT 101300 0 $50.0000 $0.00 746 - ON US PREMIUM 100210 0 $0.0400 $0.00 748 - ICL DEPOSIT LATE 100200 0 $2.0000 $0.00 751 - IMAGE GROUP ONE - PERIOD TWO 100200 0 $0.0400 $0.00 752 - IMAGE GROUP ONE - PERIOD THREE 100200 0 $0.0400 $0.00 756 - ICL DEPOSIT STANDARD 100200 0 $1.2500 $0.00 757 - IMAGE QUALITY SUSPECT ITEMS 100200 0 $0.2500 $0.00 758 - NON-CONFORMING IMAGE ITEMS 100200 0 $5.0000 $0.00 759 - ICL DEPOSIT EARLY 100200 0 $1.0000 $0.00 760 - ACH ELIGIBILITY TESTING/FILTER 359999 0 $0.0030 $0.00 1390 - REMOTE DEPOSIT CAPTURE MOBILE 101300 0 $1.0000 $0.00 1400 - CREDITS POSTED 010101 200 $0.5000 $100.00 1435 - RETURN ITEM 100400 10 $8.0000 $80.00 1437 - RETURN MULTIPLE LOCATIONS 100430 0 $0.6000 $0.00 1438 - RETURN ALTERNATE ADDRESS 100401 0 $2.5000 $0.00 1439 - RETURN EXPEDITED DELIVERY 100403 0 $1.0000 $0.00 1440 - RETURN PHONE NOTIFICATION 100420 0 $20.0000 $0.00 1441 - RETURN FAX COPY 100415 0 $5.0000 $0.00 1446 - RETURN IMAGE 100415 0 $1.0000 $0.00 1448 - RETURN DETAIL REPORTING 100411 0 $0.3000 $0.00 1449 - RETURN SINGLE ITEM ADVICE 100401 0 $2.0000 $0.00 1450 - RETURN ITEM REDEPOSIT 100402 0 $5.0000 $0.00 1452 - RETURN - EMAIL NOTIFICATION 100415 10 $1.0000 $10.00 Subtotal $373.16 DISBURSEMENT SERVICES 1321 - CHECK CASHING NON-ACCT HOLDER 150501 0 $15.0000 $0.00 2320 - STOP PAYMENT - MANUAL 150420 0 $40.0000 $0.00 2321 - RANGE STOP PAYMENT-ELECTRONIC 150410 0 $50.0000 $0.00 2338 - STOP PAYMENT AUTOMATIC RENEWAL 150412 100 $2.0000 $200.00 2370 - CHECK / DEBIT POSTED 010100 700 $0.1000 $70.00 3470 - CHECK PRINT MAINTENANCE 150040 0 $65.0000 $0.00 **3471 - TS PRNT OUTSRCING SETUP 151880 0 $5,000.0000 $0.00 3472 - CHECK PRINT ITEM-JPM ACCT 151810 0 $0.6500 $0.00 3475 - CHECK PRINTING ADDL PAGE 151830 0 $0.2000 $0.00 3480 - CHECK PRINT INPUT FILE 151800 0 $10.0000 $0.00 3487 - CHECK PRINT POSTAGE 151850 0 $0.5699 $0.00 3488 - CHECK PRINT FOREIGN POSTAGE 151850 0 $1.3388 $0.00 3495 - IMAGE STORAGE PER ITEM 151351 700 $0.0200 $14.00 6618 - CHECK INQUIRY MAINTENANCE 150400 1 $5.0000 $5.00 6625 - EXCEPTION NOTIFICATION - ACCT 150030 1 $5.0000 $5.00 6639 - STOP PAYMENT - ELECTRONIC 150410 10 $5.0000 $50.00 6641 - DATA DOWNLOAD 200306 0 $20.0000 $0.00 7715 - CHECK PRINT DIRECT ENTRY 151810 0 $3.0000 $0.00 7735 - RETURN ITEMS 150320 0 $9.0000 $0.00 7772 - CHECK PRINT ONLINE MAINT 150040 0 $75.0000 $0.00 7773 - CHECK PRINT FILE UPLOAD 151800 0 $10.0000 $0.00 Subtotal $344.00 Page 249 of 638 INT REC & PAY - COLLECT 6158 - REMOTE LOCKBOX CAPTURE MAINT 101300 0 $25.0000 $0.00 6159 - REMOTE LOCKBOX CAPTURE ITEM 101320 0 $0.1000 $0.00 6161 - REMOTE LOCKBOX CAPTURE REJECT 050530 0 $0.5000 $0.00 6872 - REMOTE LOCKBOX CAPTURE MOBILE 101300 0 $1.0000 $0.00 Subtotal $0.00 INT REC & PAY - RECONCILE 6193 - ENTITY MANAGEMENT MAINTENANCE 050400 0 $50.0000 $0.00 6194 - ENTITY ENHANCEMENT 050121 0 $0.0600 $0.00 6200 - SUPPLEMENTAL DATA ENTRY 059999 0 $0.0600 $0.00 6201 - ENTITY RECORD STORAGE 059999 0 $0.0300 $0.00 6810 - REMITTANCE ASSOCIATION MAINT 059999 0 $200.0000 $0.00 6858 - REMITTANCE AUTO-ASSOCIATION 059999 0 $0.1500 $0.00 6859 - REMITTANCE CAPTURED - EMAIL 059999 0 $0.1000 $0.00 Subtotal $0.00 INT REC & PAY - REPORT 6179 - RECEIVABLES MAINT - ONLINE 050005 1 $25.0000 $25.00 6185 - EXTENDED IMAGE STORAGE 050428 0 $0.0050 $0.00 6187 - LONG TERM STORAGE - CHECK 050620 2,600 $0.0200 $52.00 6188 - LONG TERM STORAGE - DOCUMENT 050620 3,200 $0.0200 $64.00 6191 - ALERTS - PER ALERT 011021 0 $1.0000 $0.00 6198 - RECEIVABLES MAIN - REPORTS 05031Z 0 $15.0000 $0.00 6280 - RECEIVABLES MAINT - RETURNS 100416 0 $15.0000 $0.00 6800 - TRANSMISSION MAINT - INBOUND 050400 0 $125.0000 $0.00 6844 - RECEIVABLES PRESENTMENT MAINT 409999 0 $200.0000 $0.00 6846 - LONG TERM STORAGE - PAYMENT 050620 0 $0.0500 $0.00 6852 - TRANSMISSION MAINT - DATA 050400 1 $75.0000 $75.00 6853 - TRANSMISSION PER ITEM - DATA 050401 5,700 $0.0300 $171.00 6854 - RECEIVABLES MAINT - DOWNLOADS 050406 0 $35.0000 $0.00 6855 - TRANSMISSION MAINT - IMAGE 050420 0 $200.0000 $0.00 6856 - TRANSMISSION PER ITEM - IMAGE 050420 0 $0.0600 $0.00 Subtotal $387.00 INTERNATIONAL SERVICES 3941 - DEPOSITED CHECK - CANADIAN 609999 0 $8.0000 $0.00 Subtotal $0.00 JPMORGAN ACCESS 6040 - MONTHLY SERVICE 401000 1 $20.0000 $20.00 6041 - ACCOUNTS REPORTED 40044Z 1 $12.5000 $12.50 6043 - TRANSACTIONS REPORTED - 45 DAY 40066Z 0 $0.0700 $0.00 6044 - TRANSACTIONS REPORTED - 90 DAY 40066Z 0 $0.2000 $0.00 6045 - TRANSACTIONS REPORTED - 1 YEAR 40066Z 0 $0.2800 $0.00 6051 - TRANSACTIONS REPORTED - 2 YEAR 40066Z 1,450 $0.2100 $304.50 6053 - EXTENDED TRANSACTION DETAIL 40066Z 4,700 $0.0000 $0.00 8232 - REPORTING EMAIL DELIVERY 40044Z 0 $0.0000 $0.00 Subtotal $337.00 LIQUIDITY SERVICES 7843 - INVESTMENTS VIA CLIENT ACCESS 999999 1 $0.0000 $0.00 Subtotal $0.00 MANAGED SERVICES 9091 - CONCOURSE MONTHLY SUBSCRIPTION 320000 0 $750.0000 $0.00 9092 - CONCOURSE LIVE AGENT CALL/CHAT 329999 0 $2.7500 $0.00 9093 - CONCOURSE AUTOMATED CALL/CHAT 329999 0 $0.1300 $0.00 9101 - CONCOURSE EXPRESS 320000 0 $350.0000 $0.00 Subtotal $0.00 Page 250 of 638 OTHER CHARGES AND CREDITS 8809 - RESEARCH ADJUSTMENT CREDIT 999999 0 $0.0000 $0.00 8810 - RESEARCH ADJUSTMENT DEBIT 999999 0 $0.0000 $0.00 Subtotal $0.00 OTHER PRODUCT SERVICES 7953 - AVS MICRO DEPOSIT 250101 0 $0.4000 $0.00 7954 - AVS STANDARD 250101 0 $0.4000 $0.00 7990 - INDIVIDUAL VALIDATION - US 329999 0 $0.7500 $0.00 7991 - BUSINESS VALIDATION - US 329999 0 $3.0000 $0.00 8721 - ACCOUNT CONFIDENCE SCORE 450012 0 $1.0000 $0.00 Subtotal $0.00 REAL-TIME PAYMENTS 6890 - RTP ORIGINATED TRANSACTION 350580 0 $1.0000 $0.00 Subtotal $0.00 RECEIPTSTREAM/ENH REC SVCS 2642 - EDI ACCOUNT FEE 300010 0 $50.0000 $0.00 Subtotal $0.00 RECONCILIATION SERVICES 3205 - FULL RECONCILEMENT - PER ITEM 200110 0 $0.0500 $0.00 3207 - FULL RECONCILEMENT - MAINT 200010 0 $50.0000 $0.00 3209 - PARTIAL RECONCILEMENT - MAINT 200020 1 $20.0000 $20.00 3210 - PARTIAL RECONCILIATION-PER ITM 200120 0 $0.0500 $0.00 3228 - PAYEE NAME VERIFICATION 150122 700 $0.0100 $7.00 3262 - POSITIVE PAY MAINTENANCE 150030 1 $0.0000 $0.00 3263 - EXCEPTION ITEM 150300 5 $2.5000 $12.50 3271 - ISSUE INPUT FILE WITH RECON 200201 11 $5.0000 $55.00 3272 - CHECK EXCEPTION RETURN 150320 2 $10.0000 $20.00 3291 - OUTPUT FILE 200301 40 $10.0000 $400.00 3293 - EXCESSIVE ARP REJECTS 200209 0 $2.0000 $0.00 3294 - DATA ENTRY - MANUAL 200209 3 $2.0000 $6.00 3322 - DEPOSIT RECON MAINTENANCE 100600 0 $75.0000 $0.00 3325 - DEPOSIT RECON ITEMS 100610 0 $0.1000 $0.00 3376 - ARP CUSTOM REPORT 200324 0 $35.0000 $0.00 3386 - IMAGE CAPTURE PER ITEM 151351 700 $0.0200 $14.00 Subtotal $534.50 SCANNABLE LOCKBOX 6107 - SNLB SCANNABLE ITEM 050101 2,300 $0.5000 $1,150.00 6108 - SNLB OCR DOCUMENT 050122 2,780 $0.1000 $278.00 6141 - SNLB OCR DOC IMAGE CAPTURE 05011R 2,780 $0.1500 $417.00 6142 - SPECIAL IMAGE HANDLING 05011R 0 $0.2000 $0.00 6209 - SNLB SORT - MANUAL 050113 0 $0.2100 $0.00 6210 - SNLB BALANCING 05011P 2,650 $0.1500 $397.50 6255 - SNLB CREDIT CARD AUTHORIZATION 05013A 0 $2.0000 $0.00 Subtotal $2,242.50 VAULT SERVICES 1310 - VAULT DEPOSIT 100100 220 $1.5000 $330.00 1459 - VAULT DEPOSIT PER $1,000 10011Z 26 $0.8500 $22.10 1461 - VAULT DEPOSIT RECEIPT MAILERS 100154 0 $0.7500 $0.00 1475 - VAULT DEPOSIT ROLLED COIN 100110 0 $0.2000 $0.00 1476 - VAULT ORDER COIN ROLLS 100144 0 $0.1500 $0.00 1477 - VAULT ORDER - COIN ROLL BOX 100146 0 $0.1200 $0.00 1479 - VAULT ORDER COIN BAG LOOSE 100147 0 $3.7500 $0.00 1495 - VAULT STANDARD ORDERS 100141 0 $7.0000 $0.00 1497 - VAULT ORDER CURRENCY STD STRAP 10014A 0 $0.6500 $0.00 1498 - VAULT EXPEDITED SPECIAL ORDERS 100143 0 $30.0000 $0.00 1499 - VAULT ORDER CURR NON STD STRAP 100148 0 $0.0500 $0.00 1506 - VAULT DEP PARTIAL OR MIXED BAG 100111 15 $7.5000 $112.50 1525 - VAULT DEPOSIT STD COIN BAG 100113 3 $2.5000 $7.50 1535 - VAULT ENVELOPE DEPOSIT VERIF 100104 0 $2.0000 $0.00 1617 - VAULT DEPOSIT ADJUSTMENT 100501 1 $5.0000 $5.00 1623 - REMOTE CASH CAPTR DEP PER $1K 100100 0 $0.7500 $0.00 1641 - REMOTE CASH CAPTR PER LOC FEE 100100 0 $100.0000 $0.00 Subtotal $477.10 Page 251 of 638 WHOLESALE LOCKBOX 6101 - LOCKBOX - MAINT 050001 1 $200.0000 $200.00 6102 - WNLB ADDITIONAL DAILY DEPOSIT 050302 1 $25.0000 $25.00 6103 - WEEKEND PROCESSING 050136 0 $50.0000 $0.00 6106 - WHOLESALE ITEM 050100 300 $0.8500 $255.00 6114 - UNPROCESSABLE ITEM 050530 0 $1.0000 $0.00 6115 - NO CHECK ITEM 05011M 3 $0.5500 $1.65 6116 - CHECK CLEARING 10021Z 2,650 $0.1000 $265.00 6117 - INCOMING COURIER PACKAGE 05011P 1 $30.0000 $30.00 6120 - CASH PROCESSING 05013B 0 $11.0000 $0.00 6121 - WNLB CREDIT CARD AUTHORIZATION 05013A 0 $2.0000 $0.00 6126 - CHECK MICR CAPTURE 050121 2,650 $0.0250 $66.25 6127 - DATA CAPTURE 050126 1,800 $0.0160 $28.80 6135 - PAPER DELIVERY PREP 05011L 0 $2.0000 $0.00 6137 - COURIER DELIVERY SERVICE 050413 0 $10.0000 $0.00 6138 - POSTAGE 050410 0 $0.5699 $0.00 6139 - CLOSED PROGRAM VIEWING 050005 0 $100.0000 $0.00 6140 - DOCUMENT IMAGE CAPTURE 05011R 380 $0.1500 $57.00 **6154 - ADDITIONAL PROGRAMMING 050137 0 $150.0000 $0.00 6155 - WNLB SPECIAL PROCESSING MAINT 05011P 0 $100.0000 $0.00 6167 - WNLB >10 ACCEP PAY > 5 UNACCE 050131 0 $1.0000 $0.00 6168 - WNLB 25+ ACCEP PAY 10+ UNACCEP 050131 0 $3.5000 $0.00 6170 - WNLB GROUP/SORTS - COMPLEX 050113 0 $0.6500 $0.00 6171 - WNLB BALANCING 05011P 0 $0.1500 $0.00 6172 - SPECIAL HANDLING OTHER 05011P 0 $1.5000 $0.00 6173 - FORGN ITEMS SENT FOR COLL 050105 0 $10.0000 $0.00 6174 - MULTIPLE DEPOSIT ACCOUNTS 050316 0 $25.0000 $0.00 6245 - DEPOSIT PREPARATION 050301 30 $2.5000 $75.00 6805 - ONLINE DECISION MGR MAINT 050006 0 $250.0000 $0.00 Subtotal $1,003.70 WIRE - U.S. 5822 - ELECTRONIC BOOK DEBIT S/T 350120 1 $3.0000 $3.00 5823 - ELECTRONIC BOOK DEBIT REPAIR 350122 0 $7.5000 $0.00 5824 - ELECTRONIC FED DEBIT S/T 350100 3 $6.0000 $18.00 5825 - ELECTRONIC FED DEBIT REPAIR 350102 0 $17.0000 $0.00 5826 - ELECTRONIC CHIP DEBIT S/T 350110 0 $12.0000 $0.00 5827 - ELECTRONIC CHIP DEBIT REPAIR 350541 0 $17.0000 $0.00 5886 - BOOK CREDIT 350320 1 $3.0000 $3.00 5887 - FED CREDIT S/T 350300 3 $6.0000 $18.00 5888 - FED CREDIT REPAIR 350330 0 $17.0000 $0.00 5889 - CHIPS CREDIT S/T 350300 0 $12.0000 $0.00 5890 - CHIPS CREDIT REPAIR 350330 0 $17.0000 $0.00 5958 - DRAWDOWN BOOK DEBIT 350523 2 $4.0000 $8.00 5980 - ESERVE SDA/SDC USAGE 350580 2 $0.0000 $0.00 Subtotal $50.00 Total Charge for Services $6,512.56 Page 252 of 638 Unit Price 50.0000 Unit Price 0.0000 Flat Charge 25.0000 Unit Price 0.0000 Volume Price 1-3 25.0000 4+10.0000 Unit Price 0.0000 Volume Price 68+5.0000 Unit Price 0.0000 Flat Charge 150.0000 Unit Price 0.0000 Volume Price 1-999 0.4000 1,000-4,999 0.3800 5,000+0.3600 Unit Price 0.0000 Volume Price 1-999 0.4000 1,000-4,999 0.3800 5,000+0.3600 Unit Price 0.0000 Volume Price 1-1,000 0.7500 1,001-5,000 0.7300 5,001+0.7000 Unit Price 0.0000 Volume Price 1-1,000 3.0000 1,001-5,000 2.9000 5,001+2.7500 Unit Price 0.0000 Volume Price 1-499 1.5000 500+0.7500 Unit Price 0.0000 Flat Charge 50.0000 Volume Price 101+1.0000 Unit Price 0.0000 Volume Price Flat 1-500 750.0000 Y 501-1,000 1000.0000 Y 1,001-3,000 1500.0000 Y 3,001-6,500 3000.0000 Y 6,501+5000.0000 Y REPORTING EMAIL DELIVERY 8232 Tiered CONCOURSE MONTHLY SUBSCRIPTION 9091 Ranged CONCOURSE EXPRESS 9101 H2H CURRENT DAY MONTHLY SVC 6080 AVS MICRO DEPOSIT 7953 AVS STANDARD 7954 Ranged INDIVIDUAL VALIDATION - US 7990 Ranged Additional Pricing Detail FILE TRANSMISSION REC.- VPN 524 OUTPUT FILE 3291 Ranged H2H FILES TRANSMITTED OVER 67 3653 Tiered BUSINESS VALIDATION - US 7991 Ranged VIRTUAL REFERENCE MAINTENANCE 8007 Ranged Pro forma Notes, Assumptions & Disclaimers ONLINE AUDIT CONFIRMATIONS 1756 Ranged Page 253 of 638 Unit Price 0.7000 Min Charge 350.0000 * Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above. Service codes with volume indicate previous activity on the City's account. ** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis. 2 Balance-based charge calculation (monthly): Average positive ledger balance x charge rate (13bps) x number of calendar days in the month / actual number of days in the year. Page 254 of 638 Appendix 2 Required Services Pricing worksheet Page 255 of 638 -17- Required Services Pricing Monthly Volume Unit Price Monthly Cost Account Services Account Maintenance 1 Debits Posted – Electronic 100 Credits Posted – Other 450 Banking Center Services Branch Credits Posted 20 Teller Line Cash Verification 6,700 Branch Order Currency Strap 8 Branch Order Processed 3 Branch Order – Coin Roll 5 Vault Services Vault Deposit 220 Vault Deposit Partial or Mixed Bag 15 Vault Deposit Adjustments 1 Lockbox Services Lockbox Maintenance 1 Wholesale Item 300 No Check Item 3 Document Image Capture 380 Check MICR Capture 2,650 Data Capture 1,800 Deposit Preparation 30 Check Clearing 2,650 25.0000 0.05000 0.05000 2.50000 0.00700 0.50000 3.00000 0.15000 1.50000 7.50000 5.00000 200.000 0.85000 0.55000 0.15000 0.02500 0.01600 2.50000 0.10000 25.000 5.0000 22.500 50.000 46.900 4.0000 9.0000 0.7500 330.00 112.50 5.0000 200.00 255.00 1.6500 57.000 66.250 28.800 75.000 265.00 Page 256 of 638 -18- Scannable Lockbox Item 2,300 Scannable Lockbox Balancing 2,650 Scannable OCR Doc Image Capture 2,780 Scannable OCR Document 2,780 Depository Services Credits Posted 200 Check Deposited 850 Return Item 10 Return Item Email Notification 10 Disbursement Services Check/Debit Posted 700 Exception Notification 1 Check Inquiry Maintenance 1 Stop Payment – Electronic 10 Stop Payment Automatic Renewal 100 Image Storage Per Item 700 Reconciliation Services Positive Pay Maintenance 1 Payee Name Verification 700 Exception Item 5 Image Capture Per Item 700 Partial Reconcilement- Maintenance 1 Issue Input File with Recon 11 Data Entry – Manual 3 Output File 40 0.50000 0.15000 0.15000 0.10000 0.50000 0.10000 8.00000 1.00000 0.10000 5.00000 5.00000 5.00000 2.00000 0.02000 0.00000 0.01000 2.50000 0.02000 20.0000 5.00000 2.0000 10.000 1,150.0 397.50 417.00 278.00 100.00 85.00 80.000 10.000 70.000 5.0000 5.0000 50.000 200.00 14.000 0.0000 7.0000 12.500 14.000 20.000 55.000 6.0000 400.00 Page 257 of 638 -19- Wire Services – US Electronic Fed Debit S/T 3 Drawdown Book Debit 2 Automated Clearing House Services ELockbox Transaction Received 1,600 Online portal access ACH Maintenance 2 Debit Originated via Portal 650 Credit Originated via Portal 1,550 ACH Online Same Day Credit 5 Debit/Credit Received 500 Return Item 7 Return Notification 7 ELockbox File Processing 21 Transaction Block Maintenance 1 ACH Transaction Block Authorized ID 46 Online Portal Services Accounts Reported 1 Transactions Reported – 2 Year 1,450 Extended Transaction Detail 4,700 Monthly Service 1 BAI/SWIFT/ISO Reporting Services H2H Files Transmitted Over 67 23 H2H Accounts Reported 1 H2H Check Items Reported 700 H2H Transaction Detail Reported 3,000 6.0000 4.0000 0.0300 8.0000 0.0500 0.0500 0.7500 0.0300 2.5000 1.0000 4.0000 5.0000 0.2500 12.5000 0.21000 0.00000 20.0000 0.00000 10.0000 0.05000 0.05000 18.00 8.000 48.000 16.000 32.500 77.500 3.7500 15.000 17.500 7.0000 84.000 5.0000 11.500 12.500 304.50 0.0000 20.000 0.0000 10.000 35.000 150.00 Page 258 of 638 -20- H2H Non-Check Items Reported 800 Int Rec & Pay Services Receivables Maint – Online 1 Transmission Maint – Data 1 Transmission Per Item – Data 5,700 Long Term Storage – Check 2,600 Long Term Storage – Document 3,200 0.05000 25.0000 75.0000 0.03000 0.02000 0.02000 40.000 25.000 75.000 171.00 52.000 64.000 Page 259 of 638 Appendix 3 Availability schedules Page 260 of 638 TREASURY SERVICES Wholesale Lockbox Services J.P. Morgan Accelerated Availability Schedule PASADENA, CALIFORNIA © 2025 J.P.Morgan. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. All services are subject to applicable laws and regulations and service terms. Not all products and services are available in all geographic areas. Eligibility for particular products and services is subject to final determination by J.P. Morgan and or its affiliates/subsidiaries. J.P. Morgan is licensed under U.S. Patent Numbers 5,910,988 and 6,032,137.Page 261 of 638 J.P. Morgan Accelerated Availability Schedule PASADENA, CALIFORNIA Routing Number Deadline (Military Time) Availability (Days) Fractional Availability Availability (Days) Fractional Availability Availability (Days) Fractional Availability 0000-0020 0900 0 100%0 100%0 100% 0000-0050 0900 0 100%0 100%0 100% 0000-0051 0900 0 100%0 100%0 100% 0000-0100 0900 0 100%0 100%0 100% 0000-0119 0900 0 100%0 100%0 100% 0000-0800 0900 0 100%0 100%0 100% 0000-9000 0900 0 100%0 100%0 100% 0110-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0111-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0112-XXXX 1600 2 100%0/1 84%/16%2 100% 0113-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0114-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0115-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0116-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0117-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0118-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0119-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0210-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0211-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 0212-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0213-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0214-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0215-XXXX 1600 2 100%1/2 84%/16%2 100% 0216-XXXX 1600 2 100%1/2 84%/16%2 100% 0219-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0220-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0223-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0260-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0280-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0310-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0311-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0312-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0313-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0319-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0360-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0410-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0412-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0420-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0421-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0422-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0423-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0430-0009 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0430-0026 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0430-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0432-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0433-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% MONDAY - FRIDAY SATURDAY SUNDAY Page 262 of 638 0434-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0440-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0441-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0442-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0510-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0514-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0515-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0519-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0520-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0521-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0522-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0530-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0531-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0532-0001 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0532-XXXX 0500 1/2 84%/16%0/1 84%/16%2 100% 0539-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0540-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0550-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0560-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0570-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0610-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0611-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0612-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0613-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0620-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0621-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0622-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0630-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0631-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0632-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0640-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0641-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0642-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0650-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0651-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0652-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0653-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0654-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0655-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0660-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0670-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0710-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0711-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0712-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0719-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0720-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0724-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0730-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0739-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0740-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0749-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0750-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% Page 263 of 638 0759-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0810-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0812-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 0813-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0815-1769 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0815-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 0819-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0820-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0829-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0830-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0839-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0840-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0841-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0842-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0843-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0863-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0865-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 0910-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0911-XXXX 1600 2 100%1/2 84%/16%2 100% 0912-XXXX 1600 2 100%1/2 84%/16%2 100% 0913-XXXX 1600 2 100%1/2 84%/16%2 100% 0914-XXXX 1600 2 100%1/2 84%/16%2 100% 0915-XXXX 1600 2 100%1/2 84%/16%2 100% 0918-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0919-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0920-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 0921-XXXX 1600 2 100%1/2 84%/16%2 100% 0929-XXXX 1600 2 100%1/2 84%/16%2 100% 0960-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1010-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1011-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 1012-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 1019-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 1020-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1021-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 1022-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 1023-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 1030-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1031-XXXX 1600 2 100%1/2 84%/16%2 100% 1039-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1040-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1041-XXXX 1600 2 100%1/2 84%/16%2 100% 1049-XXXX 1600 2 100%0/1 84%/16%2 100% 1070-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1110-0002 0200 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1110-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1111-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1112-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1113-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 1119-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1120-0015 1600 0 100%0 100%0 100% 1120-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% Page 264 of 638 1122-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1123-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1130-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1131-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1140-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1141-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1149-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1163-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1210-0004 0900 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1210-0024 0900 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1210-0035 0900 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1210-0040 0900 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1210-0049 0900 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1210-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1211-4507 1600 2 100%2 100%2 100% 1211-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1212-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1213-0101 0500 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1213-0102 0500 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1213-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1214-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 1220-0024 0900 0 100%0 100%0 100% 1220-0049 0900 0 100%0 100%0 100% 1220-0066 0900 0 100%0 100%0 100% 1220-0339 0900 0 100%0 100%0 100% 1220-0351 0900 0 100%0 100%0 100% 1220-1606 0900 0 100%0 100%0 100% 1220-4159 0900 0 100%0 100%0 100% 1220-XXXX 0500 0 100%0 100%0 100% 1221-0170 0200 0 100%0 100%0 100% 1221-XXXX 1600 1 100%0 100%1 100% 1222-XXXX 1600 1 100%0 100%1 100% 1223-XXXX 0500 0 100%0 100%0 100% 1224-XXXX 1600 1 100%0 100%1 100% 1230-0022 0500 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1230-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1231-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1232-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1233-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1240-0001 0500 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1240-0297 0500 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1240-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1241-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1242-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1243-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1250-0002 0500 0/1 84%/16%0/1 84%/16%0/1 84%/16% 1250-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1251-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 1252-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2110-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2111-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2112-XXXX 1600 2 100%0/1 84%/16%2 100% Page 265 of 638 2113-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2114-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2115-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2116-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2117-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2118-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2119-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2210-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2211-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 2212-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2213-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2214-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2215-XXXX 1600 2 100%1/2 84%/16%2 100% 2216-XXXX 1600 2 100%1/2 84%/16%2 100% 2219-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2220-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2223-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2260-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2280-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2310-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2311-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2312-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2313-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2319-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2360-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2410-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2412-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2420-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2421-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2422-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2423-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2430-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2432-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2433-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2434-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2440-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2441-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2442-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2510-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2514-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2515-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2519-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2520-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2521-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2522-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2530-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2531-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2532-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2539-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2540-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2550-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2560-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% Page 266 of 638 2570-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2610-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2611-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2612-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2613-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2620-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2621-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2622-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2630-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2631-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2632-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2640-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2641-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2642-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2650-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2651-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2652-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2653-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2654-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2655-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2660-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2670-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2710-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2711-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2712-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2719-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2720-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2724-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2730-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2739-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2740-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2749-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2750-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2759-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2810-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2812-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 2813-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2815-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 2819-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2820-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2829-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2830-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2839-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2840-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2841-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2842-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2843-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2863-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2865-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 2910-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2911-XXXX 1600 2 100%1/2 84%/16%2 100% 2912-XXXX 1600 2 100%1/2 84%/16%2 100% Page 267 of 638 2913-XXXX 1600 2 100%1/2 84%/16%2 100% 2914-XXXX 1600 2 100%1/2 84%/16%2 100% 2915-XXXX 1600 2 100%1/2 84%/16%2 100% 2918-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2919-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2920-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 2921-XXXX 1600 2 100%1/2 84%/16%2 100% 2929-XXXX 1600 2 100%0/1 84%/16%2 100% 2960-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3010-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3011-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 3012-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 3019-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 3020-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3021-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 3022-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 3023-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 3030-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3031-XXXX 1600 2 100%0/1 84%/16%2 100% 3039-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3040-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3041-XXXX 1600 2 100%1/2 84%/16%2 100% 3049-XXXX 1600 2 100%0/1 84%/16%2 100% 3070-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3110-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3111-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3112-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3113-XXXX 0500 1/2 84%/16%1/2 84%/16%1/2 84%/16% 3119-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3120-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3122-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3123-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3130-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3131-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3140-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3141-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3149-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3163-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3210-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3211-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3212-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3213-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3214-XXXX 0500 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3220-XXXX 0500 0 100%0 100%0 100% 3221-XXXX 1600 1 100%0 100%1 100% 3222-XXXX 1600 1 100%0 100%1 100% 3223-XXXX 0500 0 100%0 100%0 100% 3224-XXXX 1600 1 100%0 100%1 100% 3230-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3231-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3232-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3233-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% Page 268 of 638 3240-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3241-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3242-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3243-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3250-XXXX 1600 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3251-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 3252-XXXX 0900 1/2 84%/16%0/1 84%/16%1/2 84%/16% 8000-0001 1600 2 100%0/1 84%/16%2 100% 8000-0005 1600 2 100%0/1 84%/16%2 100% 8000-0006 1600 2 100%0/1 84%/16%2 100% 8000-0008 1600 2 100%0/1 84%/16%2 100% 8000-0010 1600 2 100%0/1 84%/16%2 100% 8000-0011 1600 2 100%0/1 84%/16%2 100% 8000-XXXX 1600 2 100%2 100%2 100% WHOLESALE LOCKBOX AVAILABILITY SCHEDULE DISCLAIMER Items available for processing by noon local time (at the processing site) on a banking day are eligible for same day deposit. Items that are available for processing after that time may be deposited on the same banking day if such items are actually processed prior to 4:00 p.m., otherwise, such items will be deposited on the next banking day. The Federal Reserve banking system does not allow forward processing of any check item over $99,999,999.99. J.P. Morgan will handle any such item as a collection item, with customer credit and availability deferred accordingly. Domestic checks will be available no later than the second (2nd) business day after the day of deposit. Availability schedules may be changed without notification. The information furnished herein by J.P. Morgan is CONFIDENTIAL and is distributed for the exclusive use in evaluating J.P. Morgan programs and shall not be duplicated, published, or disclosed in whole or part, to any other person or entity other than the recipient, or used for other purposes, without the prior written permission of J.P. Morgan. Deadline times do not apply to Saturday and Sunday deposits. As long as items are processed before end of day on each respective weekend day for which a lockbox is configured to be processed, Saturday and Sunday deposits will be assigned availability based on float stated in the Saturday or Sunday column. Page 269 of 638 Routing Number Deadline Availability (Days) Fractional Availability Availability (Days) Fractional Availability Availability (Days) Fractional Availability See below 1600 0 100%0 100%0 100% Nationwide Chase On Us RTs 0210-0002 0280-0012 0740-0001 1130-0060 3210-8166 0210-0012 0440-0003 0750-0001 1130-0767 3222-7162 0211-0036 0519-0036 0830-0013 1211-3801 3250-7076 0212-0233 0610-9238 1020-0101 1221-0002 0212-0271 0654-0013 1030-0064 1224-8702 0212-7272 0710-0001 1070-8955 1232-7197 0213-0046 0710-0077 1110-0061 1240-0154 0214-1063 0710-7452 1110-0115 2114-7500 0223-0017 0711-0026 1119-2186 2631-8986 0260-1322 0720-0032 1119-9377 2670-8413 Routing Number Deadline Availability (Days) Fractional Availability Availability (Days) Fractional Availability Availability (Days) Fractional Availability See below 0100 0 100%0 100%0 100% Nationwide Chase CD RTs 0213-0937 0441-1544 0724-1292 0220-0084 0652-0475 0759-0272 0311-0026 0719-2322 1113-0088 MONDAY - FRIDAY SATURDAY SUNDAY MONDAY - FRIDAY SATURDAY SUNDAY Page 270 of 638 Appendix 4 Certificate of Liability Insurance Page 271 of 638 Holder Identifier : 7777777707070700077763616065553330762617646305574407462007772705102073641745044231130706045572264741107352355533674003072511557027752010776207157245453207722413570654110077727252025773110777777707000707007 6666666606060600062606466204446200600220404226220206222004060240200060200262620400220622002606224020006202204042262020062202042600600000600220626224002006222224062240202066646062240664440666666606000606006Certificate No :570112855062CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/29/2025 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 19445National Union Fire Ins Co of PittsburghINSURER A: 19399AIU Insurance CompanyINSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.):800-363-0105 CONTACTNAME: JPMorgan Chase & Co. and subsidiary, affiliated, and associated companies thereof 383 Madison Ave New York NY 10179-0001 USA COVERAGES CERTIFICATE NUMBER:570112855062 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $5,000,000 $1,000,000 Excluded $5,000,000 $50,000,000 $5,000,000 Blanket Contractual Liability A 06/01/2025 06/01/2026013626320 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $5,000,000A06/01/2025 06/01/2026 AOS 013-59-3977A 06/01/2025 06/01/2026 MA COMBINED SINGLE LIMIT (Ea accident) 013-59-3978 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $10,000,000 $10,000,000 06/01/2025 SIR applies per policy terms & conditions UMBRELLA LIABA 06/01/202633576381 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ERPER STATUTEB06/01/2025 06/01/2026 AOS 013626323B 06/01/2025 06/01/2026 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN MN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 013626322 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The insurance maintained by JPMorgan Chase & Co. provides for the following coverage enhancements in keeping with the terms of the signed contracts, leases and/or agreements in place: Blanket Additional Insured where required. Coverages are Primary and Non-contributory where required. Blanket Contractual Liability is included in the General Liability. Waiver of Subrogation is included where required. The Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), Vendor(s), Clients and any other party as required by the signed contract, lease and/or agreement are listed as additional insured as their interests may appear and when applicable. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEJPMorgan Chase & Co. and Subsidiary, Affiliated and Associated Companies Thereof 383 Madison Ave New York NY 10179-0001 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Page 272 of 638 AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: 570112855062 570112855062 Aon Risk Services Northeast, Inc. 10243827 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # JPMorgan Chase & Co. TYPE OF INSURANCE POLICY NUMBER LIMITS WORKERS COMPENSATION B 013626321 06/01/2025 06/01/2026 WI N/A ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Page 273 of 638 Appendix 5 Check image transmission format guide Page 274 of 638 Page 275 of 638 Table of Contents 1. Introduction 2. Structure of folder and files 3. Content in folder and files 4. Winzip Page 276 of 638 1. Introduction: The following is the standard image file transmission format we can provide to customers transmission on a daily, weekly or monthly basis. 2. Structure of Folder and Files The structure in which the check information is written to the image transmission file is explained below. The transmission has one folder and four files in its base directory. CHECKS (folder) .VOL, .DBF, .CDX, .TXT (files) 3. Content in Folder and Files The CHECKS folder has the check images in a tiff format. Each tiff file has 2 pages, which carry the front and back (black and white) check images in it. The compression used for the tiff images is CCITT G4 compression. CHECKS 016GHUUO.TIF 02LLUYQE.TIF 0D3EZ8V4.TIF .VOL .DBF .CDX .TXT Page 277 of 638 Content in Files In addition to the above-mentioned folders there are four additional files (.VOL, .DBF, .CDX, and .TXT) The .DBF file has the details of the check images. It is a FoxPro table file and contains the information of each check located in the CHECKS folder. The contents of this table are as given below. Column No. Name Type Description 1 RTN Varchar Routing number 2 ACCOUNT Number Account number 3 CHECK_NUM Number Check number 4 AMOUNT Number Amount of the check 5 FILENAME Varchar Name of the tiff file which has check information front/back. 6 FILENAME2 Varchar This is an obsolete field. (Previously it had the backside of the image. Now both the front and the back are in the same tiff file) 7 FPAGE_NUM Number Front page number of the check (Usually 0 for front view of the image) 8 BPAGE_NUM Number Back page number of the check (Usually 1 for the back view of the image) 9 SIZE Number Size of the relevant tiff file. 10 FILETYPE Varchar “CHK” for checks 11 FILEFORMAT Varchar Format of the file (TIFF in this case) 12 VOLUME Varchar Volume name of the checks 13 CYCLE Varchar Cycle information of the checks Page 278 of 638 14 PRESENT_DATE Date (mm/dd/yyyy) Paid date of the check 15 ROLL Number This field is only relevant to the microfilms. Roll is the roll number of the microfilm. 16 LOCATION Number This field is only relevant to the microfilms. Location is the index of an image within the ROLL. The .VOL is the volume file, which contains the summary of the checks volume. The contents of this table are as given below: VOL_ID The Volume ID is the unique identifier of each CD-ROM. CYCLE The Cycle ID represents the period which is defined by the client and could include multiple volumes (or multiple compact disks). PROD_DATE This is the production run date. TOT_CHECKS This is the number that specifies the total number of checks in the CEHCKS folder. TOT_OTHER Total other specifies the count for other file types TOT_TEXT This is the count for the total number of report on the CD-ROM DESCRIPTION Description is the text that has the information about the CD. It can have any text. The .CDX file is the index file to the check items in the .DBF file. This is a FoxPro index file. Page 279 of 638 The .TXT file also has the detail of the check images. It is a text file and contains the information of each check located in the CHECKS folder. Column No Name Description 1 PAID DATE Paid Date of Check 2 ACCOUNT NUMBER Account Number 3 CHECK NUMBER Check Number 4 CHECK AMOUNT Check Amount 5 ABA Routing Number 6 TIFF FILE Tiff Image File Name 7 TIFF SIZE Tiff Image File Size in bytes 8 CYCLE CD ID Unique CD Rom Cycle Identifier 9 TYPE Image Type: CHK, STMT 10 UNUSED - 2. Winzip All the files and folder are zipped together with Winzip prior to transmission to customer. Page 280 of 638 Appendix 6 Merchant Services Schedule A Page 281 of 638 Customer initials A%X____________Please initial to acknowledge pg. 1 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 1 of 7 Schedule A to Merchant Agreement Merchant:CITY OF SAN LUIS OBISPO ScheduleA-ICPT-FTF Assumptions Transaction related assumptions Other assumptions Payment Transaction Sales Volume $15,593,095 Number of locations 16 Chase Sales Volume $0 Authorization / Capture %103.76% Average Transaction Amount $8.00 Chargebacks as % of Sales Transactions 0.0026% Debit / EBT/ eWIC Transactions 1,274 Billing Frequency Monthly Conveyed Transactions 13 Safetech Encrypted Items N/A Target Qualification Level: Mastercard:Merit III MM3 American Express:N/A N/A Visa:CPS Small Ticket VCST Discover:PSL Express Services - Core D162 1.Fees applied on every transaction Card Network Interchange & any incremental discount rate % – Mastercard, Visa and Discover assess an Interchange Rate, Assessment Fee and Network Fee for each transaction. These rates and fees will be passed through at cost. Interchange and Wholesale Discount Rates as set by each Card Network MasterCard, Visa & Discover Incremental Discount Rate N/A American Express Incremental Discount Rate N/A Pass-thru of PIN Debit, eWIC, and/or EBT Network fees All standard Debit Network Fees will be assessed Debit – Incremental Discount Rate N/A EBT – Incremental Discount Rate N/A eWIC – Incremental Discount Rate N/A JCB (Japanese Credit Bureau)Pass-thru of Interchange Fees Voyager Discount Rate (if settled)N/A Wright Express (WEX) Discount Rate (if settled)N/A Card Network Assessments Card Network Fees Credit Debit Credit transactions < $1000 and all Debit transactions 0.140%Mastercard Credit transactions $1000 or greater 0.150% Mastercard Network Access & Brand Usage Fee Domestic (NABU) (Charged per Authorization & per Refund) $0.0195 $0.0195 Debit transactions 0.130%Visa Credit transactions 0.140% Mastercard Network Access & Brand Usage Fee Non Domestic (NABU) (Charged per Authorization & per Refund) $0.0295 $0.0295 American Express OptBlue Network Fee N/A Visa Domestic Sales Auth (APF) (Charged per Authorization & per Refund)$0.0195 $0.0155 Discover / JCB 0.140%Visa Intl Sales Auth (APF) (Charged per Authorization & per Refund)$0.0395 $0.0355 American Express OptBlue N/A N/A Discover / JCB Data Usage Fee $0.0025 $0.0025 Card Network Fees MC Connectivity Fee* (per Transaction and Authorization)$0.0020 VI Financial Transaction Fee $0.0025 MC Reporting & Infrastructure $0.0004 VI Reporting & Data Transfer $0.0004 *In some cases, it is not possible to allocate the associated expenses from the payment networks directly to transaction counts or volume, so Chase Merchant Services produces a rate that is based on the associated expense from the payment networks and applies that expense accordingly. Prior to May 11, 2025, rate will remain as $0.0016 GRID Schedule A Page 282 of 638 Customer initials A%X____________Please initial to acknowledge pg. 2 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 2 of 7 Transaction Fees Authorization Fees Mastercard per transaction $0.01000 Mastercard per authorization $0.02500 Visa per transaction $0.01000 Visa per authorization $0.02500 Discover per transaction $0.01000 Discover per authorization $0.02500 JCB per transaction $0.01000 JCB per authorization $0.02500 American Express per transaction $0.01000 American Express per authorization $0.02500 PIN Debit per transaction $0.02500 Voyager per authorization N/A PINLess Debit per transaction N/A Wright Express per authorization N/A EBT per transaction N/A Private Label per authorization N/A eWIC per transaction N/A Check Verification – Scan per transaction N/A Voyager per transaction N/A Other Transaction Fees Wright Express per transaction N/A Encryption per transaction N/A Hosted Pay Page per transaction N/A Safetech Tokenization per transaction N/A Shopify Connection Fee N/A Level III Purchasing Card per transaction N/A Managed Solution per transaction N/A Tap to Pay N/A 2.One Time and Periodic Fees One Time Fees Monthly Fees Periodic Fees Account Setup Fee N/A Monthly Service Fee 1 $11.95 Annual Fee N/A Rush Fee N/A Monthly Minimum Fee 2 $25.00 Card Network Fees Terminal Reprogram Fee N/A Online Reporting Tool N/A PIN Debit Setup Fee N/A Safetech Encryption 3 N/A Visa Fixed Acquirer Network Fee 4 Varies PIN Pad Encryption Fee N/A Managed Solution Monthly Fee N/A MC Merchant Location Fee 5 $1.25 Tap to Pay N/A Frame Relay: N/A Setup Fee N/A Monthly Fee N/A Third Party Setup Fee N/A Third Party Monthly Fee N/A 1 – Monthly service fees will be debited for the first time in the month after Merchant account has been set up. These fees will be debited regardless of whether transactions are processing through the Merchant account. 2 – CMS will apply the Monthly Minimum Fee only when the total amount of all processing fees (Sections 1, 3A, & 4) is less than $25.00. If Merchant’s processing fees do not reach $25.00, CMS will charge the difference. For example, if processing fees total $17.00 CMS would charge an additional $8.00 to meet the $25.00 minimum. 3 – If Merchant obtains point of sale device(s) from CMS for use with Safetech Encryption, the following additional fees shall be assessed: (a) a one-time fee of $10.90 per Verifone device; (b) a one-time fee of $10.00 per Ingenico device; and (c) an encryption injection fee of $34.95 per device per occurrence. These assessments are in addition to the above Safetech Encryption Fee(s). If Merchant obtains point of sale device(s) from a third party, additional fees may apply. Merchant acknowledges and understands that its use of any fraud mitigation or security enfacement solution (e.g. an encryption product or service), whether provided to merchant by CMS or a third party, in no way limits Merchant’s obligation to comply with the Security Standards or Merchant’s liabilities set forth in this Agreement. 4 – Visa Fixed Acquirer Network Fee is a monthly fee assessed by Visa based on Merchant Category Code (MCC), dollar volume, number of merchant locations, number of Tax IDs, and whether the physical Visa card is present or not present at the time of the transaction. This fee can vary monthly. 5 – Mastercard Merchant Location Fee of $1.25 will be applicable for each month with $200.00 or more in Mastercard volume. This fee will be assessed quarterly based on the previous 3 months activity. Page 283 of 638 Customer initials A%X____________Please initial to acknowledge pg. 3 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 3 of 7 Level II and Level III Tax Augmentation Service Level 2 /Level 3 Augmentation Prog. Rate N/A Level 2 /Level 3 Augmentation Tran fee N/A 3.Per Incidence Fees 3A. Per Incidence Fees: Charged every time the Merchant’s account incurs one of the below items Chargeback Fee $10.00 Charged when a cardholder or card-issuing bank formally protests a charge. Voice Authorization Fee $0.65 Charged when the Voice Authorization phone number is called to authorize a credit card. AVS Fee – Electronic N/A Charged for each electronic address verification authorization. Batch Settlement Fee N/A Charged for each batch of transaction(s) submitted for settlement. Dial Backup Surcharge $0.0100 Charged for authorizing a transaction through a Dial connection. Wire Transfer Fee $10.00 Charged for each Wire (transmission of funds) sent to Merchant’s account. ACH Fee $0.10 Charged for each FTI (transmission of funds) sent to Merchant’s account. ACH Return Fee $25.000 Charged when CMS is unable to debit fees from Merchant’s account. Monthly Billing Fee 0.0300%Charged on the Gross settled sales volume for the assessment of fees on a monthly basis. 3B. Per Request Fees: Charged every time Merchant requests one of the below items Supplies:Billed Per Order N/A Charges for supply orders vary based on the items ordered Dynamic Debit Surcharge Fee N/A Charged for each PIN Debit transaction routed with the Dynamic Routing product. PIN Debit Injection Fee $40.00 Charged when merchant elects PIN Debit processing and applies to each device not purchased from CMS. Statement Type:Resource Online No Statement / No Recap Statement Frequency:N/A 4.Card Network Fees – Per Incidence These fees are billed by Mastercard, Visa, Discover, JCB or American Express and passed through to Merchant’s account MC Acquiring License Fee *0.004%Charged on Mastercard Gross Sales volume. See additional information under Card Network Charges section. MC Digital Enablement per transaction *0.020%Charged on every Mastercard US acquired authorizations. * minimum fee amount is $0.02 with a maximum fee amount of $0.40 Discover / JCB Digital Investment Fee 0.01%Charged by Discover when providing digital transaction security and fraud prevention efforts AX OptBlue Card Not Present Fee N/A Charged on American Express Card Not Present Gross Sales volume. AX OptBlue Application-initiated Fee N/A Charged on American Express transactions initiated by a digital wallet application. American Express OptBlue Program Continuation Fee N/A Charged when a merchant has enrolled under ECV (Estimated Charge Volume) Program limit of $1,000,000 or less and when charge volume in excess of $3,000,000 in a rolling twelve (12) month period. Discover / JCB Network Authorization Fee $0.0190 Charged by Discover on all authorizations for card transactions that are settled through the Discover Network. MC Auth Access Fee – AVS Card Present $0.010 Visa Address Verification Service (AVS)$0.0010 Discover / JCB Address Verification Fee $0.005 Charged when a merchant uses the address verification service to validate a cardholder address. Visa CVV2 Fee $0.0025 Charged by Visa when a merchant submits the Card Verification Value (CVV2) in an authorization request. Visa Estimated Auth Fee 0.02%Charged for funds before a cardholder has identified what goods or services will be purchased. Visa Incremental Auth Fee 0.02%Charged if the initial estimated amount is insufficient, a merchant may then submit an incremental authorization to increase the total authorized funds. Page 284 of 638 Customer initials A%X____________Please initial to acknowledge pg. 4 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 4 of 7 Mastercard Authorization Advice Code Fee $0.030 Charged on Mastercard CNP transactions that are declined with a MAC value of 03 or 21, where in the past 30 days a transaction on the same card, at the same merchant, with the same amount was declined with MAC 03 or 21. MC Decline Reason Code Service $0.02 Charged on CNP transactions when specific Decline Codes (79, 82 or 83) are received in combination with specific MAC codes (1 or 3) through the Decline Reason Code Service (DRCS) program. MC-Credential Continuity Fee *$0.09 Charged by Mastercard for every transaction performed with an outdated credential irrespective of the transaction being approved or declined. * Effective April 1, 2025, with billing to begin June 15, 2025. MC Auth Optimizer Power by AI Fee $0.02 Charged on CNP recurring transactions when specific Decline Response Code (51 - Insufficient Funds) is received in combination with specific Merchant Advice Code (MAC) value is from range 24 to 30. MC Pre-Authorization Fee * Card Not Present Card Present 0.0125% of authorized amount 0.0075% of authorized amount Charged on Mastercard when the merchant submits a pre-authorization request. * with a minimum of $0.01 per transaction MC Installment Purchase INSA – Sale 1.30% MC Installment Purchase INSA – Return -1.15% MC Installment Purchase INSB – Sale 0.10% MC Installment Purchase INSB – Return 0.00% Mastercard will assess an installment program fee (for sale and return) that originate transactions on Mastercard installment payment product codes that have successfully cleared and settled. The specific rates for these fees are based upon the Card Acceptor Business (CAB) program. MC SecureCode Transaction Fee $0.030 Charged on MC SecureCode transactions that are sent for verification. MC Account Status Fee (Intra-regional) $0.025 MC Account Status Fee (Inter-regional)$0.030 Visa Zero $ Account Verification Fee Domestic Debit $0.030 Domestic Credit $0.035 International Debit/Credit $0.070 Discover / JCB Account Verification Fee $0.02 Charged when a merchant uses this service to do an inquiry that a card number is valid. MC Processing Integrity Fee Pre Authorization $0.045 Final Authorization *0.250% Charged when a card is authorized but not deposited and the authorization is not reversed in a timely manner. * the minimum fee amount for a Final Authorization is $0.04 MC Excessive Authorization Fee $0.50 MC Excessive Authorization Attempts Transaction Processing Excellence Program (TPE) fee is charged for each declined auth attempts over 10 within a 24-hour period on the same card number and same card acceptor, 35 declined attempts on the same account number, at the same card acceptor, and for the same amount within a 30-day rolling period. MC Nominal Authorization Fee (Card Not Present)$0.045 Applies for any approved nominal amount authorization with a subsequent reversal for transactions under 1 full unit of currency. This will apply only to Card Not Present transactions. MC Mail Order-Telephone Order Fee 0.0150%Charged on volume cleared through the Global Clearing Management System (GCMS). MC Card Validation Code 2 Fee $0.0025 Charged by Mastercard when a merchant submits the Card Validation Code 2 (CVC2) in an authorization request and receives a response value of Match(M) or No Match(N) on Card Present transactions. MC Flex Program Fee 0.1000%Applicable for settled transactions qualifying on MC Flex Product codes. Visa Commercial Enhanced Data Program Fee 0.0500%Applies to qualified Small Business and Commercial transactions for merchants opting in the Commercial Enhance Data Program. (CEDP). Visa Misuse of Authorization Fee $0.153 Charged to approved and partially approved authorization transactions that cannot be matched to a clearing transaction or authorization reversal. Visa Unmatched Clearing Fee $0.20 Charged to clearing transactions that cannot be matched to previously approved or partially approved authorization transactions. Visa Commercial Solutions Fee 0.01%Applied to purchase transactions processed with a Small Business or Commercial Card. Visa Account Name Inquiry Fee $0.05 Charged when cardholder name verification is performed, prior to processing a transaction. Page 285 of 638 Customer initials A%X____________Please initial to acknowledge pg. 5 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 5 of 7 Visa Transaction Integrity Fee – Credit $0.10 Visa Transaction Integrity Fee – Debit/Prepaid $0.10 Charged on Visa transactions that do not meet qualification criteria for US Custom Payment Service (CPS) categories. Visa High Fallback Fee $0.10 Charged on Visa fallback transactions when a merchant’s location is using a chip-enabled terminal and 10% or more of their total electronic transactions are completed via magnetic-stripe. Visa System Integrity Fee Domestic $0.10 Visa System Integrity Fee Cross Border $0.15 Data Consistency fees will be charged when certain authorization data elements are changed or manipulated to move from a declined to an approved authorization response. Excessive Authorization fees will be charged for each reattempt in excess of 15 authorizations within a 30-day period. Never Approve Reattempt Fees will be assessed for any attempt to authorize a transaction that previously, within a rolling 30 days, received a Category 1 decline response. Visa Integrity Risk Program Fee 0.1% +$0.10 Charged on CNP transactions and payment volume processed in high integrity risk (HIR) categories. Visa SPS* Repeat Auth Decline $1.00 Charged by Visa for every transaction following three previous declines by the same stop instruction. *Stop Payment Service Visa MSD Contactless Fee $0.10 Charged to acquirers for each POS Entry Mode 91 (MSD) transaction in the U.S. region on quick Visa Smart Debit / Credit transactions. Visa Digital Credential Updater Fee $0.12 This fee will be billed when a token is used in a transaction for the first time following an update to that token’s underlying PAN or expiration date. Visa Digital Commerce Fee *0.0075%Charged on all CNP authorized transactions. * minimum fee amount is $0.0075 per transaction. Visa Acct Screen Fee AA/AB $5.00 Charged by Visa when clearing for unauthorized transaction wherein brand responds with base II return codes - AA/AB. Discover Program Integrity Fee $0.10 Charged on Discover transactions that are downgraded to or directly qualify for U.S Base-submission interchange program. MC Ineligible Chargeback Blocking Fee $3.00 Charged when a fraud related Chargeback is blocked by Mastercard. Visa Non-Dom Currency Settlement Volume Fee 0.10%Visa will charge for all cross-border volume that are settled in a currency that is different than the merchant’s local currency. MC Cross Border Assessment Fee 0.60% Visa International Service Assessment Fee 1.00% AX OptBlue International Fee N/A Discover / JCB International Service Fee 0.80% Charged by MasterCard, Visa, American Express, Discover and JCB on foreign bank issued cards. MC International Support Fee 0.85% Visa Interregional Acquiring Fee (IAF) (other MCC’s)0.45% Visa Interregional Acquiring Fee (IAF) (high risk MCC’s)0.90% Discover / JCB International Processing Fee 0.50% Additional fee charged by MasterCard, Visa, Discover and JCB on foreign bank issued cards. Visa Partial Auth Non-Participation Fee $0.01 Applies to Petroleum merchants using automated fuel pumps that do not support Partial Authorization. MC Global Wholesale Travel Transaction Program B2B Fee 1.57%Applies to Travel merchants for transactions qualifying at the Mastercard Commercial Business-to-Business interchange category. Visa Global B2B Virtual Payment Service Fee 1.55%Applies to Travel merchants for transactions qualifying at the Visa Global B2B Virtual Payments interchange category. MC Humanitarian Program Fee 0.25% Applies to transactions qualifying at the MasterCard Humanitarian Prepaid card interchange category. When this fee applies, other MC Payment Brand fees will be waived. MC Freight Program Fee 0.50%Applies to Freight transactions qualifying at the Freight Program interchange category. Page 286 of 638 Customer initials A%X____________Please initial to acknowledge pg. 6 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 6 of 7 5.Other Fees Fee Description Amount Fee Description Amount Equipment Swap Fees Type Description Fee Refund for Returned Equipment A full refund will be provided on POS Terminals, Tablet Hardware and Tablet Accessories that are returned within ninety (90) days of purchase. Replacement Fee (swap)In warranty POS Terminals, Tablet Hardware and Tablet Accessories 1 $50.00 Replacement Fee (swap) Out of warranty POS Terminals, Tablet Hardware and Tablet Accessories: Replacement (swap) fees vary based on Manufacturer and Model and will fall within the specified range to the right $100 - $1,000 Encryption Fee Safetech $34.95 Late Fee For all equipment returned late, or not returned Up to $1,000 1$50.00 swap fee applies to POS Terminals, Tablet Hardware, and Tablet Accessories that are in warranty at the time of the swap; provided that the POS Terminals are compliant with the latest Payment Card Industry standards and supported by CMS. Page 287 of 638 6. Authorized Signature Authorized Representative Signature: Must appear on Merchant Application Print Name A%Title A% X Signature A%Date A% Please ensure to initial pages 1, 2, 3, 4, 5 and 6 CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 7 of 7 Card Network Charges A significant portion of the fees that Paymentech, LLC, also known as Chase Merchant Services (“CMS”) charges consists of fees and other charges that CMS pays to the various card networks and payment systems (“Card Networks”). These charges (collectively referred to in this Schedule A as “Card Network Fees”, include, but are not limited to, interchange rates, assessments, file transmission fees, access fees, and international and cross border fees, and will be charged to Merchant in addition to the rates set forth above. Whether a particular Card Network Fee applies may be based on a number of factors, such as the type of card or payment method presented, specific information contained within the Transaction, how and when the Transaction is processed, and the merchant’s domicile and industry. Please note that CMS may, from time to time, elect not to charge for certain existing, new or increased Card Network Fees. If CMS elects not to charge any Card Network Fees, CMS reserves the right to begin doing so at any time in the future (including with respect to existing, new or increased Card Network Fees), upon notice to Merchant. No such Card Network Fees will be imposed retroactively. * Mastercard assesses the Mastercard Acquiring License Fee annually to each Acquirer based on the total annual volume of Mastercard- branded sales (excluding Maestro PIN debit volume) of its U.S. domiciled merchants. To fairly distribute the fee across all CMS Mastercard- accepting merchants, a rate of 0.004% will be applied to all of Merchant’s Mastercard gross sales transactions. Page 288 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 1 of 15 U.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT THIS U.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT (the “Agreement”) is entered into by and between JPMorgan Chase Bank, N.A., a national banking association (“Chase”), Paymentech, LLC, a Delaware limited liability company also known as Chase Merchant Services, (“CMS”), and City of San Luis Obispo (“Merchant”). WHEREAS, Chase is a member of several Card Networks and CMS is authorized, through Chase, to process the Merchant’s Transactions; and WHEREAS, Merchant wishes to accept Cards from its Customers as a method of payment for goods or services offered by Merchant; ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this Agreement, CMS, Chase and Merchant agree to the following terms and conditions intending to be legally bound: 1. General Services. 1.1 Services; Technical Discovery Process. CMS agrees to provide authorization, conveyance, settlement and related services with respect to Merchant’s Transactions, together with those additional ancillary services identified or described in any schedule, addendum or amendment hereto (the “Services”). Except as otherwise agreed in writing between the parties, this Agreement shall apply only to Merchant’s Transactions originating in the U.S. The parties acknowledge that the pricing set forth in this Agreement, and CMS’ ability to provide the Services set forth herein is dependent upon satisfactory completion of a technical discovery process related to Merchant’s specific technical implementation requirements. In the event that such process reveals any significant costs, expenses, development requirements or technical obstacles not currently known to CMS and which materially impact CMS’ ability to implement and provide the Services for Merchant (or the cost to CMS of doing so), the parties agree to discuss such issues in good faith in an attempt to resolve such issues; provided, however, that in the event that such matters cannot be resolved in a manner satisfactory to the parties, either party shall be entitled to terminate the Agreement with no further obligation hereunder. 1.2 Compliance with Applicable Laws and Card Network Rules. CMS and Merchant agree to perform their respective obligations under this Agreement in compliance with all applicable Card Network Rules and in compliance with all applicable federal, state and local laws and regulations. Merchant shall not, through act or omission, cause CMS or Chase to violate any Card Network Rules. Merchant shall not submit any Transaction that it knows to be illegal. Merchant acknowledges receipt of the ChaseNet Rules and agrees to abide by the ChaseNet Rules with respect to all Chase Transactions. CMS reserves the right to temporarily suspend funding or refuse to process any Transaction if CMS reasonably suspects that it was prepared in violation of any provision of this Agreement, applicable law, or the Card Network Rules. Merchant agrees to pay any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Card Networks on Merchant, Chase or CMS as a result of Merchant’s actions, omissions, Transactions or Chargebacks, including without limitation, Merchant’s failure to comply with the Card Network Rules, ChaseNet Rules, this Agreement or Security Standards (the “Card Network Liabilities”). CMS shall provide Merchant with prompt written notification of any Card Network Liabilities of which it receives notification from the Card Networks. In the event that Merchant desires to contest or appeal any such Card Network Liabilities, and such contest or appeal is permitted under the applicable Card Network Rules, CMS shall reasonably assist and cooperate with Merchant, and reasonably advocate on Merchant’s behalf, in connection with such contest or appeal, provided, however, that Merchant shall be responsible for the payment of any appeal fees or other direct costs associated therewith. Page 289 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 2 of 15 2. Authorization and Settlement. 2.1 Submission of Data. Merchant shall submit all of its Transactions to CMS electronically in accordance with CMS’ standard protocols, specifications, formats and procedures for the creation and transmission of data to CMS. CMS shall not be liable or responsible for (i) the authenticity, or accuracy, of transaction data received from Merchant, or (ii) the corruption, loss, alteration, theft, or destruction of Transactions or Transaction data, during transmission of such data to CMS (by Merchant or its Service Provider), and CMS shall be entitled to rely on data received from or on behalf of Merchant in the discharge of its obligations hereunder. 2.2 Authorizations. Merchant shall obtain an authorization code through CMS for each Transaction and CMS reserves the right to refuse to process any Transaction presented by Merchant unless it includes a proper authorization. Merchant acknowledges that authorization of a Transaction does not constitute a representation from CMS, a Card Network, or a card-issuing bank that a particular Transaction is in fact valid or undisputed. 2.3 Merchant’s Settlement Account. Merchant shall designate and maintain one or more accounts to be used exclusively for business purposes and that are capable of receiving ACH or wire transfers and that permits CMS to debit and credit such account for amounts due under this Agreement (collectively referred to as “Settlement Account”). Merchant authorizes CMS or its authorized agent(s) to initiate electronic credit and debit entries (via ACH, wire transfer, or other means) to the Settlement Account, or to any other bank account designated by Merchant in writing, at any time and from time to time, for amounts due under this Agreement, without regard to the source of any monies therein, and this authority will remain in full force and effect until all amounts which are or may reasonably become due from Merchant under this Agreement have been paid in full. During the term of this Agreement, and for one hundred eighty (180) days thereafter or such longer period of time as CMS may notify Merchant as reasonably required for the payments of amounts due under this Agreement, Merchant shall not close or revoke its consent to debit its Settlement Account without giving CMS at least ten (10) business days’ prior written notice and designating another Settlement Account. Merchant shall be liable for all fees, costs, and overdrafts associated with the Settlement Account. With respect to certain Card Networks, CMS does not offer settlement of funds, and instead conveys Transactions to the Card Network on Merchant’s behalf for settlement directly by the Card Network to Merchant. With respect to such conveyance services, (i) CMS is not responsible for the funding and settlement of Transactions, which shall be governed by any applicable agreement as may be in place (or required by the Card Network to be in place) directly between Merchant and the Card Network, and (ii) CMS may share certain information about Merchant with such Card Network (e.g. Merchant’s name, taxpayer ID, and Settlement Account information) in accordance with their rules or as needed to allow Merchant’s acceptance of such Card Network’s Cards. 2.4 Transfer of Settlement Funds. CMS shall submit Merchant’s Transactions to the applicable Card Network (or, with respect to Transactions involving Eligible Chase Cards, to Chase for processing as Chase Transactions to the extent Schedule A sets forth pricing specific to Chase Transactions). Promptly after CMS receives funds for Merchant’s Transactions from the applicable Card Network, CMS will fund the Settlement Account. Transactions received after the established cutoff time will be combined with the next business day’s transactions. CMS will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, without limitation, delays or errors by the Card Networks or Merchant’s bank. The funds payable to Merchant in this Section shall be equal to the total Transaction amounts minus the sum of the following: (a) all fees, charges, and other amounts described on Schedule A or that Merchant has otherwise agreed to pay; (b) all Chargebacks and Refunds; (c) any required Reserve Account amounts; (d) any Card Network Liabilities and (e) any and all amounts due and payable by Merchant to CMS or any Affiliate of CMS, whether or not Merchant or such Affiliate is in default in its obligations to CMS or such Affiliate. Merchant agrees that all fees and other amounts are due and payable at the time the Services are performed or such fees or amounts are incurred. In the event CMS does not deduct any such amounts from Merchant’s proceeds when such amounts first become due and payable, CMS may collect such amounts in any manner set forth for the collection of amounts due, as set forth in this Agreement. Furthermore, Merchant agrees to reimburse CMS, Chase, the Card Network, and their respective affiliates, officers, directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, CMS’ costs, expenses, and reasonable attorneys’ fees) arising out of any claim, complaint, or Chargeback (a) made or claimed by a Customer with respect to any Transaction or Transaction data submitted by Merchant; (b) caused by Merchant’s noncompliance with this Agreement or the Card Network Rules (including without limitation any breach of a representation or warranty made by Merchant Page 290 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 3 of 15 or Merchant’s failure to comply with the Security Standards); (c) resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or (d) related to Merchant’s placement or the placement of any person owning or controlling Merchant’s business in one or more databases of terminated or high risk merchants maintained by the Card Networks. The obligations provided for in this Section shall survive termination of this Agreement and do not apply to any claim or complaint to the extent they are caused by CMS’ own negligence or willful misconduct. 2.5 Collection of Amounts Due. In addition to any other rights and remedies CMS may have under this Agreement, CMS may pursue one or more of the following options with respect to amounts due under this Agreement: (a) withhold all or some of Merchant’s settlement funds (or any other funds that would otherwise be payable by CMS to Merchant) and apply them against the amounts due; (b) debit the Settlement Account for the amounts due; (c) request and receive prompt payment for such amounts; and (d) apply funds held in any existing Reserve Account against the amounts due. 2.6 Reserve Account. If: (a) Merchant begins accepting payment in advance of the shipment of goods or fulfillment of services, or materially increases the amount of time between Merchant’s acceptance of payment and the anticipated shipment or delivery of goods or fulfillment of services; (b) Merchant receives a number of Chargebacks in excess of one percent (1%) of its total number of Transactions over a period of sixty (60) or more consecutive days, or CMS is notified by any Card Network of Merchant’s inclusion in any chargeback monitoring or similar risk-based program, or of any Card Network Liabilities to be assessed as a result of Merchant’s Chargebacks; (c) CMS has received notification from any Card Network(s) or has otherwise become aware of any material violation of the Card Network Rule(s), causing CMS to believe that it is reasonably likely to be subject to Card Network Liabilities; (d) CMS reasonably suspects fraud or other illegal activity; (e) either party provides notification of non-renewal or termination of this Agreement, or this Agreement is terminated for any reason; or (f) required by CMS, and communicated to Merchant in writing prior to the execution of this Agreement, as a condition of CMS’ entering into this Agreement; then CMS may designate an amount of funds that shall be funded by Merchant and maintained by CMS to protect CMS against the reasonably anticipated risk associated with Merchant’s account (such funds being hereinafter referred to as the “Reserve Account”). Any required Reserve Account shall be due upon request, and may be collected by CMS in any manner provided in this Agreement for the collection of amounts due. The amount of such Reserve Account shall not exceed the sum of (i) one month’s average fees including without limitation, processing fees, interchange assessments and third-party fees collected by CMS; plus (ii) one month’s average monthly Chargebacks multiplied by six; plus (iii) one month’s average monthly Refunds multiplied by two; plus (iv) the aggregate value of Transactions, if any, submitted by Merchant to CMS with respect to goods and/or services not yet delivered to Customers; plus (v) the amount of any Card Network Liabilities reasonably anticipated by CMS. For purposes of this calculation, each monthly average shall be calculated over the immediately preceding consecutive twelve (12) month period (or, if CMS has not yet been processing for Merchant for twelve (12) consecutive months, such shorter period of time as CMS may have been processing for Merchant or the parties may otherwise agree). CMS may (but is not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable by CMS to Merchant against, the satisfaction of any amounts due from Merchant pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by CMS, will not bear interest, and may be commingled with other funds, (but will be accounted for separately). Merchant shall have no interest in the Reserve Account other than a contingent right to receive funds, as set forth below. Reserve Accounts (and CMS’ right to require a Reserve Account after termination of this Agreement as set forth above) shall survive termination of the Agreement. Upon satisfaction of all of Merchant’s reasonably anticipated obligations under this Agreement and the expiration of the applicable timeframes for Chargebacks (as set by the various Card Networks), CMS will return to Merchant any unused funds remaining in the Reserve Account. In addition, upon Merchant’s request from time to time, but in no event more than once per month, CMS will Page 291 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 4 of 15 review the risk associated with Merchant’s account and as needed adjust the amount currently held in the Reserve Account and return to Merchant any funds in the Reserve Account which CMS no longer believes to be reasonably necessary to cover the remaining risk. 3. Reporting. CMS will provide online access to reporting reflecting the activity of Merchant’s account(s) and allowing Merchant to generate detailed statements of such activity. Merchant agrees that it has responsibility to monitor its account activity and that it waives all claims against CMS for any errors that are not reported to CMS within ninety (90) days from the posting of the activity in Merchant’s online account report. 4. Future Deliverables; Refunds; Chargeback Liability. 4.1 Future Deliverables. Unless CMS has agreed in writing in advance, Merchant shall not submit Transactions to CMS (including in connection with any installment sales or deferred payment plans) until (i) the goods are delivered or shipped or (ii) the services are performed. The foregoing restriction applies to installment sales, deferred payment plans and recurring transactions. 4.2 Refunds. To the extent required by the Card Network Rules, Merchant shall maintain a written policy with regards to Refunds and shall disclose or make available such policy to its Customers. Upon request, Merchant shall make such policy available to CMS. Merchant shall not accept any payment from a Customer as consideration for issuing a Refund. Except to the extent permitted by the Card Network Rules or expressly required by applicable law, Merchant shall not give cash (or cash equivalent) refunds to a Customer in connection with a prior Transaction. Unless otherwise required by the ChaseNet Rules or Card Network Rules, any Refunds shall be prepared and submitted to CMS within three (3) days of Merchant’s approval of Customer’s request for such Refund. Merchant shall have liability for all Refunds submitted by Merchant, its employees, agents or representatives, or by third parties using Merchant’s identification number without Merchant’s authorization, except where such third party obtained Merchant’s identification number as a result of the negligence of CMS. 4.3 Chargeback Liability. Merchant shall have full liability for all Chargebacks assessed to CMS in accordance with the applicable Card Network Rules; provided, however, that in the event that any Chargeback is ultimately reversed in favor of Merchant, CMS shall refund Merchant for the amount thereof. Merchant shall use reasonable efforts to provide CMS with all necessary data relating to the investigation and management of any reasonably suspected fraud or fraudulent Transactions that is reasonably requested by CMS (such data to be used by CMS and Chase for fraud protection and prevention purposes only). 5. Fees; Adjustments. 5.1 Schedule A. Merchant shall pay all fees and amounts (e.g. interchange and assessments) set forth in this Agreement (including, without limitation, those set forth on Schedule A hereto). Unless otherwise indicated on Schedule A, Merchant shall be solely responsible for all communication expenses required to transmit Transactions to CMS. For each file or batch submitted by Merchant, CMS will group the Transaction data by Transaction characteristics, including, without limitation, type of Transaction, method of payment, and interchange qualification category. For each such group, CMS will calculate the applicable fees to two decimal places. The fees for each will be rounded to the nearest full cent using conventional mathematical rounding logic for currency. 5.2 Price Adjustments. (a) General. Fees set forth in this Agreement are based upon Merchant’s annual volume, average Transaction size, as set forth in Schedule A, or in any amendment to this Agreement, and other information provided by Merchant. To the extent any of the foregoing proves to be materially inaccurate, CMS may modify Merchant’s pricing set forth in this Agreement upon thirty (30) days' prior written notice; provided, however, that in such event, Merchant shall be entitled to terminate this Agreement by providing CMS with notice of termination no later than one hundred eighty (180) days after Merchant’s receipt of notification of such increase. In addition, Merchant’s fees may be adjusted to reflect (i) Page 292 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 5 of 15 increases by Card Networks in interchange, assessments, (ii) other Card Network fees, additional fees imposed by the Card Networks, or (iii) increases in third party fees identified in this Agreement, Schedule A or as otherwise agreed by the parties in writing. Merchant shall pay all such fees, as so adjusted. Each such adjustment shall become effective upon the date the corresponding increase or additional fee is implemented by the Card Network or third party provider. (b) Chase Transaction Pricing. CMS shall be entitled at any time, upon thirty (30) days’ written notice, to modify the pricing applicable to Merchant’s Chase Transactions; provided, however, that in such event, Merchant shall be entitled to discontinue having its Eligible Chase Cards processed as Chase Transactions by providing CMS with notice thereof, in which case all Transactions involving Eligible Chase Cards shall be processed by CMS as normal Visa Transactions, subject to the pricing set forth in Schedule A for Visa Transactions, and subject to normal Visa interchange rates and network fee pass-through. For the purpose of reviewing, evaluating and (if applicable) modifying Merchant’s Chase Transaction pricing, Merchant authorizes CMS to use Merchant’s non-Chase Transaction processing data and pricing, including, without limitation, the qualification levels and interchange rates applicable to its non-Chase Transactions. 5.3 Custom Interchange Rates. Merchant agrees that CMS will not be responsible for honoring or implementing any custom interchange rate(s) which Merchant may have negotiated, or may in the future negotiate, directly with the Card Networks (a “Custom Rate”) unless Merchant notifies CMS of such rate in writing and CMS agrees in writing to implement such Custom Rate. Merchant agrees that implementation of any Custom Rate may require time and development work, and, as a condition of doing so, CMS may require Merchant to pay a development fee (to be mutually agreed between the parties). In addition, Merchant agrees to notify CMS in writing of any published tier interchange rates and/or any industry-specific interchange programs (such as those for the utility and debt repayment industries) in which Merchant believes it is eligible to participate, and CMS shall not be responsible for implementing any such rates or programs unless it has been so notified by Merchant. 6. Term; Termination. 6.1 Term. This Agreement takes effect upon the date on which it first becomes signed by all parties hereto (i.e. the date on which the last party to the Agreement signs), and continues for three (3) years from such date. Unless otherwise terminated by either party as provided in this Agreement, this Agreement will automatically renew for successive one-year terms. Either party may give notice of non-renewal of this Agreement in writing no more than ninety (90) days and no less than thirty (30) days prior to any expiration date. 6.2 Events of Default. In the event that either party fails in any material respect to comply with any provision, term, warranty, condition, covenant, or agreement contained in this Agreement, including, without limitation, the Card Network Rules and Security Standards, or any representation in this Agreement is or was false or incorrect in any material respect when made (any such event, an "Event of Default"), and such party fails to cure such Event of Default within thirty (30) days of its receipt of written notification from the non-defaulting party specifying such Event of Default, then the non-defaulting party shall be entitled to terminate this Agreement upon written notice of termination; provided, however, that no cure period shall be allowed, and CMS shall be entitled to terminate this Agreement immediately, in the event that Merchant fails in any material respect to perform any of its obligations with respect to the funding or establishing of a Reserve Account, as detailed in Section 2.6 above. 6.3 Other Termination Events. In addition, CMS shall be entitled to terminate this Agreement immediately upon written notice to Merchant in the event of any of the following: (a) Merchant is placed in any Chargeback monitoring or similar risk-based program designated by any Card Network for merchants with high levels of Chargebacks or presenting high levels of risk, and are not removed from such program by the applicable Card Network within ninety (90) days; (b) CMS reasonably determines Merchant, based on its financial statements, payment record with creditors, and other relevant factors, to be financially insecure and unlikely to be able to meet its obligations under this Agreement; Page 293 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 6 of 15 (c) any Card Network: (i) notifies CMS or Chase that it is no longer willing to accept Merchant’s Transactions; (ii) requires CMS or Chase to terminate or limit this Agreement or Merchant’s ability to accept Cards; or (iii) imposes unduly burdensome, costly or impractical conditions or requirements relating to Merchant or Merchant’s transactions; (d) a party or any individual entity or organization holding any material ownership interest in such party or any officer or director of such party, is determined at any time to be an individual, entity, or organization (i) with whom the other parties are prohibited from dealing by any United States law, regulation or executive order, including names appearing on the U.S. Department of Treasury’s Office of Foreign Asset Control’s Specially Designated Nationals and Blocked Persons List, or (ii) that is listed in one or more databases of terminated or high risk merchants maintained by the Card Networks; (e) Merchant (i) ceases to exist (other than as a result of a permitted assignment or sale by such party) or to conduct its normal and customary business operations, or (ii) is convicted of or pleads no contest to a felony charge; (f) CMS reasonably believes that Merchant (i) is involved in a material violation of applicable law or other domestic or foreign law or regulation; (ii) has or is engaged in bribery, fraud, money laundering or corruption; or (iii) has otherwise become the subject of public disrepute, contempt, or scandal that CMS reasonably determines may cause a material adverse impact on the reputation and goodwill of CMS, Chase, or any Card Network, regardless of whether such controversy relates to this Agreement; (g) Merchant is in material breach or default of any term, condition, covenant, representation, or warranty contained in any credit facility, loan document or other agreement between Merchant and Chase or any Affiliate of Chase (and such breach is not cured in any applicable cure period provided in such document); (h) Merchant does not transmit Transactions to CMS for a period of more than one hundred eighty (180) consecutive days; or (i) Merchant issues Bearer Shares or Merchant is a Bearer Share Company. 6.4 Budget Appropriations. Upon thirty (30) days written notice, Merchant, if it is a government entity, may terminate this Agreement in the event that funds are not appropriated/allocated by Merchant for the expenses associated with credit card processing for any fiscal year. However, Merchant will continue to be responsible for any liabilities, commitments or obligations arising from payment transactions processed pursuant to this Agreement prior to the effective date of termination. 6.5 Account Activity After Termination. After termination of this Agreement, Merchant shall continue to be liable for Chargebacks, Refunds, fees, Card Network Liabilities, credits, and adjustments resulting from or relating to Transactions processed pursuant to this Agreement. If Merchant submits Transactions to CMS after the date of termination, CMS may, but is not required to process such Transactions in accordance with and subject to all of the terms of this Agreement. 7. Indemnification. CMS agrees to indemnify and hold harmless Merchant and its Affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, Merchant’s costs, expenses, and reasonable attorneys’ fees) arising out of any third party claim or complaint relating to: (a) CMS’ noncompliance with Card Network Rules, the Security Standards; (b) a Data Compromise Event of CMS or its service providers; (c) any voluntary or involuntary bankruptcy or insolvency proceeding by or against CMS; or, (d) CMS’ violation of applicable federal, state or local laws and regulations. This indemnification does not apply to any claim or complaint to the extent caused by Merchant’s own negligence, recklessness or willful misconduct. The indemnification provided under this Section shall survive termination and is subject to the limitation of liability set forth in Section 11 of this Agreement. 8. Confidential Information; Use of Data; Card Industry Compliance. 8.1 Confidentiality. (a) Each party has made and will continue to make available to the other party information that is not generally known to the public and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be, proprietary or confidential (“Confidential Information”). Confidential Information may be disclosed in oral, written, visual, electronic or other form. Information meeting the definition of Confidential Information that is disclosed by a party during the term of this Agreement and that is not otherwise subject to a separate nondisclosure agreement between Page 294 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 7 of 15 the parties will be considered Confidential Information, even if the information is unrelated to this Agreement or the Services to be provided hereunder. Each party’s Confidential Information includes its: (i) business plans, strategies, forecasts, projects and analyses; (ii) financial information and fee structures (including CMS’ pricing and pricing proposals); (iii) business processes, methods and models; (iv) employee, customer, dealer, business partner and supplier information; (v) hardware and system designs, architectures, structure and protocols; (vi) product and service specifications; and (vii) the terms of this Agreement. The following information shall be deemed the Confidential Information of CMS: (x) any SOC1 (Disclosure of Service Organization Control Report No. 1), SSAE-16 or SSAE- 18 (Statement on Standards for Attestation Engagements No. 16 or No. 18) report provided by CMS; (xi) any attestation of compliance or similar letter or report provided by CMS with respect to its compliance with the Security Standards; (xii) any data and information (including data analytics and attribution data) about Chase Customers provided to Merchant by CMS or any of its Affiliates; (xiii) Card Information associated with a Chase Card or Chase Customer; and (xiv) the fact that any Customer(s) is/are a Chase Customer. For Transactions that are processed under this Agreement, information (other than Card Information associated with a Chase Card) that is customarily part of the payment transaction (e.g., transaction date and amount) may be utilized by each of the parties subject to the Security Standards, Card Network Rules and ChaseNet Rules, as applicable, and shall not be deemed the Confidential Information of any party. (b) Except as otherwise permitted under this Agreement or with the prior written consent of the disclosing party, the receiving party will not disclose, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the disclosing party to any third party. The receiving party will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information received from the disclosing party as the receiving party uses with its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable degree of care). CMS and Chase may disclose Merchant’s Confidential Information: (i) to the Card Networks in connection with the processing of Transactions and the provision of ancillary services (including services made available directly through the Card Networks such as Address Verification and Account Updater, if used by Merchant) and activity for which such disclosure is otherwise required (e.g., Retrieval Requests, Chargeback adjudication, fraud detection and prevention); (ii) to its or its subcontractors’ employees, consultants or agents for the purpose of performing its obligations under this Agreement and only to those who are obligated to maintain the confidentiality of Merchant’s Confidential Information upon terms similar to those contained in this Agreement; and (iii) as may be necessary by reason of legal, accounting or regulatory requirements. (c) The obligations set forth in this Section do not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed prior to disclosure by the disclosing party, without an obligation of confidentiality; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its Affiliates. Either party may disclose the terms of this Agreement to potential parties to acquisition, divestiture or similar transactions to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospective or closed transaction, each party to that transaction using commercially reasonable efforts to limit the extent of the disclosure. (d) If the receiving party is legally required to disclose any Confidential Information of the disclosing party in connection with any legal or regulatory proceeding, the receiving party will, if lawfully permitted to do so, endeavor to notify the disclosing party within a reasonable time prior to disclosure and to allow the disclosing party a reasonable opportunity to seek appropriate protective measures or other remedies prior to disclosure and/or waive compliance with the terms of this Agreement. If these protective measures or other remedies are not obtained, or the disclosing party waives compliance with the terms of this Agreement, the receiving party may disclose only that portion of that Confidential Information that it is, according to the opinion of counsel, legally required to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Confidential Information. However, nothing contained in this Agreement will restrict CMS’ or Chase’s ability to disclose Merchant’s Confidential Information to regulatory or governmental bodies asserting jurisdiction over CMS or its Affiliates. 8.2 Use of Data. (a) General. Certain Merchant Confidential Information, including without limitation, financial information, information related to Merchant’s Transactions, and other information that Merchant provides to CMS may be shared by CMS or Chase with its Affiliates and the Card Networks. Except as otherwise agreed by the parties in writing, CMS shall not otherwise use or disclose such information other than, (i) as necessary to process Merchant’s Transactions or otherwise provide services and maintain Merchant’s account pursuant to this Agreement; (ii) for CMS’ and Chase’s internal and Page 295 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 8 of 15 operational purposes; (iii) to monitor, detect, prevent, reduce, or otherwise address fraud, risk, security, or technical issues; (iv) to enhance or improve CMS’ and Chase’s products and services generally; or (v) as required or permitted by the Card Networks or applicable law. CMS and Chase may use and/or share with third parties information derived from Transactions provided that it is either aggregated or de-identified (meaning that reasonable steps have been taken to ensure that the information does not identify Merchant and does not identify any individual person). (b) Referral Partner. If applicable, CMS may also share and exchange such information with any Referral Partner (as defined below), as reasonably necessary to administer any referral or similar program between Referral Partner and CMS. This may include the sharing or exchanging of Merchant information for the purposes of calculating any referral fees payable in connection with, and otherwise implementing and maintaining such program, and, in some cases, servicing and managing Merchant’s account. The information that may be shared or otherwise exchanged may include Merchant’s name, identification/account number, transaction volume, card summary, status with CMS (e.g. the existence and terms of this Agreement, whether Merchant’s application was accepted or declined, and whether this Agreement has terminated or expired), Merchant’s status with Referral Partner (e.g. membership or participation in any Referral Partner organization or program), and such other information that is reasonably necessary for the purposes described above. Merchant understands and agrees that CMS shall not be responsible for Referral Partner’s subsequent use or disclosure of such information. 8.3 Payment Card Industry Compliance. (a) Each party agrees to comply with all applicable Security Standards. (b) Merchant further agrees to provide CMS, upon its request, with such tests, scans, and assessments of Merchant’s compliance with Security Standards as may from time to time be required by the Card Network Rules in order for CMS to confirm or validate Merchant’s compliance with the Security Standards. (c) Merchant understands that its or its Service Providers failure to comply with the Card Network Rules, including the Security Standards, may result in Card Network Liabilities for which Merchant shall be responsible. (d) Merchant shall immediately notify CMS of its use of any Service Provider(s), and Merchant is responsible for ensuring that any and all Service Providers and third-party payment software or applications used by Merchant to transmit, store or process Card Information, are compliant with all applicable Security Standards and appropriately registered with, or otherwise recognized as being compliant with the Security Standards, by all applicable Card Networks. (e) If a forensic examination of Merchant or any of Merchant’s Service Providers is required pursuant to the Card Network Rules, Merchant agrees to engage an approved PCI Forensic Investigator (“PFI”) (a list of which is available from the PCI Council), and cause such forensic examination to be completed within the timeframe required by the Card Network Rules, and cooperate with the PFI in connection therewith. Notwithstanding the foregoing, the Card Networks may directly engage, or demand that CMS engage, an examiner on behalf of the Merchant in order to expedite the investigation of a Data Compromise Event, and/or may require CMS to investigate such Data Compromise Event. Merchant agrees to pay for all costs and expenses related to any required forensic examination and all liabilities associated with any Data Compromise Event. Furthermore, if Merchant is undergoing a forensic investigation at the time this Agreement is executed, Merchant shall fully cooperate with the investigation and agrees to continue so cooperating until the investigation is completed. 8.4 Access to Information. Merchant shall be responsible for ensuring that only employees and representatives with a need to know shall have access to Card Information. Merchant may, from time to time, designate certain employees or representatives for which CMS shall provide access (via login credentials or otherwise) to Merchant reporting, which may include access to Card Information. Merchant shall be responsible for any unauthorized access to such information or any unauthorized transactions submitted, utilizing the login credentials of Merchant’s employees and representatives. In the event that any employee or other representative previously designated by Merchant to CMS for purposes of allowing such access, Merchant agrees to notify CMS promptly in the event such representative ceases to be employed by or associated with Merchant, or otherwise no longer has a reasonable business need to retain such access. 9. Information About Merchant and Merchant’s Business. 9.1 Additional Financial Information. Upon five (5) business days’ written notice, Merchant agrees to furnish to CMS (i) complete audited financial statements of Merchant (or such lesser format financial statements of Merchant as CMS may agree to accept) from the most recently completed Page 296 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 9 of 15 fiscal year if such request occurs more than one hundred twenty (120) days after the end of such fiscal year, and otherwise from the fiscal year immediately prior thereto, and (ii) its most recently prepared interim financial statements. 9.2 Other Information. Merchant agrees to provide CMS at least thirty (30) days' prior written notice of: (i) any significant changes to the nature of its business, product lines or services; (ii) Merchant beginning to accept payment in advance of the shipment of goods or fulfillment of services, or materially increasing the amount of time between acceptance of payment and the anticipated delivery or shipment of goods or fulfillment of services; (iii) any sale of all or substantially all of the assets of Merchant; or (iv) any person or entity becoming the beneficial owner, directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of Merchant’s securities, or otherwise acquiring voting control of Merchant. If CMS determines such a change is material to its relationship with Merchant, CMS may refuse to process Transactions made subsequent to the change or terminate this Agreement. Merchant agrees to provide CMS with prompt written notice if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant agrees to provide CMS with any additional information CMS may request pertaining to Merchant’s business or Transactions in connection with any CMS inquiries or investigation concerning suspected fraud or fraudulent Transactions. 10. ChaseNet Availability. CMS reserves the right, at any time upon thirty (30) days’ prior written notice, to discontinue the processing of Merchant’s eligible Transactions as Chase Transactions, in which case Transactions involving Eligible Chase Cards (i.e. Transactions which would otherwise have been processed as Chase Transactions) shall thereafter be processed as normal Visa Transactions subject to Visa pricing as set forth on Schedule A and normal Visa interchange rates and network fee pass-through. 11. Limitations of Liability; Disclaimer of Warranties. Under no circumstances will CMS’ and Chase’s combined financial liabilities arising out of or related to this Agreement exceed the total fees paid to CMS under this Agreement (net of Card Network and other third party fees including, without limitation, interchange, assessments, and Card Network Liabilities) for the six months prior to the time the liability arose; provided, however, that such limitation shall not apply with respect to CMS’ indemnity obligations with respect to a Data Compromise Event pursuant to Section 7.1(b). EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CARD NETWORK LIABILITIES SHALL BE DEEMED TO BE DIRECT DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND CMS AND CHASE HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES. 12. Miscellaneous. 12.1 Taxes. The fees described in this Agreement are exclusive of all taxes. Unless Merchant is otherwise exempt, and, if applicable, provides a valid exemption certificate, Merchant agrees to pay all applicable taxes and similar charges however designated (other than taxes assessed on CMS’ net income) including sales, use, property, lease, excise, goods and services, value added, gross receipts and like taxes (“Taxes”) which are imposed by any governmental authority related to the Services, equipment, supplies, software, intellectual property and other goods provided under this Agreement. Merchant also agrees to pay any Taxes imposed on interchange, assessments or other third party fees collected by CMS pursuant to this Agreement. Merchant authorizes CMS to increase the amount collected from Merchant to reflect any and all such Taxes and any assessments or increases in the Taxes imposed on such sale or lease of the Services, equipment, supplies, software, intellectual property and other goods provided under this Agreement. CMS may deduct withholding taxes, if any, from proceeds payable to Merchant where required under applicable law and will provide to Merchant documentation required to be provided to Merchant under applicable law. Page 297 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 10 of 15 12.2 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement. 12.3 Assignment; Other Events. (a) CMS may not transfer or assign this Agreement, in whole or in part, without the prior written consent of Merchant, not to be unreasonably withheld, except that such prior written consent shall not be required in connection with: (i) the transfer of all or substantially all of the merchant acquiring business of CMS (whether by merger, stock sale, asset sale or otherwise); (ii) an internal reorganization resulting in an assignment or transfer to an Affiliate of CMS; or (iii) as permitted under the Card Network Rules, the substitution of another Card Network member for Chase, as the member bank under whose sponsorship the Services are provided. (b) Merchant may not transfer or assign this Agreement without the prior written consent of CMS, not to be unreasonably withheld subject to CMS’ standard credit and risk underwriting policies and procedures (which shall in no event be deemed unreasonable). 12.4 Parties; Independent Contractor. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, administrators, representatives, and permitted successors and assigns. Merchant agrees that it is responsible for its employees’ and Service Provider’s actions. In providing services to Merchant, CMS will not be acting in the capacity of agent, partner, or joint venturer; CMS is acting solely as an independent contractor. 12.5 Representations. (a) Merchant represents and warrants that all written information that it has or will submit to CMS, including without limitation statements made on its Application and any subsequent addendums, are true, complete and not misleading as of the date the statements were or will be made. Merchant further represents and warrants that only its authorized representatives will submit written information to CMS. Merchant represents and warrants that it is not a Bearer Share Company and that it will not issue Bearer Shares. (b) CMS and Merchant each represent and warrant that its execution of and performance under this Agreement: (i) in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement with any third party or affiliated entity; (ii) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and (iii) that the person signing this Agreement is duly authorized to do so. 12.6 Publicity. Except to the extent required by applicable law, neither party shall make press releases or similar public statements regarding the business relationship that is the subject of this Agreement, without the prior written consent of the other. 12.7 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any applicable law, rule, regulation, or Card Network Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement. 12.8 Waivers. No term or condition of this Agreement may be waived, and failure by either party to enforce any terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of any such term or condition, except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. Page 298 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 11 of 15 12.9 Entire Agreement. The Application, taxpayer identification and certification documentation, and all schedules, supplements, exhibits and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant, Chase and CMS with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of CMS, Chase or their representatives. This Agreement shall prevail over any conflicting terms of any agreement governing the Settlement Account. In the event that any of the terms and conditions of this Agreement contradicts or conflict with the terms and conditions of Merchant’s previously submitted Request for Proposal (“RFP”) or CMS’ or Chase’s subsequent response to Merchant’s RFP, the terms and conditions of this Agreement shall control. 12.10 Notices. Except as otherwise provided in this Agreement, all notices shall be given in writing and either hand delivered, mailed first class, postage prepaid (return receipt requested), transmitted electronically by email, or sent via overnight courier (with package tracking capability) (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 12.11 Governing Law; Waivers of Right to Contest Jurisdiction; Immunity and Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State in which Merchant has its primary residence without reference to conflict of law provisions; unless otherwise mandated by applicable law. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO CONTEST JURISDICTION OR VENUE. MERCHANT WAIVES ANY IMMUNITY (SOVEREIGN OR OTHERWISE) THAT IT MAY HAVE IN CONNECTION WITH THIS AGREEMENT. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. 12.12 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, internet failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section will affect or excuse Merchant’s liabilities and obligations for Chargebacks, Refunds, or unfulfilled goods and services. 12.13 Amendment. Except as otherwise set forth in this Agreement, the Agreement may be amended only by written agreement of the parties. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Card Network Rules or required for compliance with applicable law, such amendment will be effective upon written notice to Merchant. 12.14 Counterparts and Electronic Signature. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 12.15 Prohibition of Unlawful Internet Gambling. Merchant understands and agrees that the use of the Services to conduct transactions (including, without limitation, the acceptance or receipt of settlement proceeds or other funds related to such transactions) that are related, directly or indirectly, to unlawful Internet gambling is strictly prohibited by CMS and Chase. The term "unlawful Internet gambling," as used in this Notice, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb). Merchant agrees not to engage in, submit for processing or facilitate any Transactions under this Agreement that directly or indirectly involve or are related to unlawful Internet gambling. Page 299 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 12 of 15 13. Offshoring. Certain services may be performed by CMS or any of its Affiliates, including Affiliates, branches or units located in any country in which CMS conducts business or has a service provider. Merchant authorizes CMS to transfer Merchant’s information to such Affiliates, branches or units at such locations as CMS deems appropriate. CMS reserves the right to store, access, or view data in locations it deems appropriate for the services provided. 14. Survival. The terms that expressly or by their nature contemplate performance after the termination or expiration of this Agreement shall survive and continue in full force and effect. For the avoidance of doubt the provisions relating to Authorization and Settlement, Refunds, Chargebacks, Termination, Indemnification, Confidentiality, Use of Data and Limitation of Liability shall survive termination. 15. Definitions. “Affiliate” of any Person mean shall mean (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person, and (c) with respect to Chase, any entity administered or managed by Chase, or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract, ownership of voting securities, membership interests or otherwise. “Application” means a statement of Merchant’s financial condition, a description of the characteristics of Merchant’s business or organization, and related information Merchant has previously or concurrently submitted to CMS, including credit, financial and other business related information, to induce CMS to enter into this Agreement with Merchant and that has induced CMS to process Merchant’s Transactions under the terms and conditions of this Agreement. “Bearer Shares” means securities that are not registered on the books of the issuing corporation and thus payable to any possessor of the shares. “Bearer Share Company” means a type of company which, unlike registered share companies, issues its securities as Bearer Shares. “Card” means a physical or virtual credit or debit card, or any evidence thereof (e.g. account number, access number, token, code, payment credential, or other form factor or access device), or any device, mobile application, digital wallet or other technology, medium or method (regardless of form) used to access an account or account number through which Card Network payment services are delivered, authorized and established between a Customer and a Card Network, or representatives or members of a Card Network that Merchant accepts from Customers as payment for goods or services. “Card Information” means information related to a Customer or the Customer’s Card, that is obtained by Merchant from the Customer's Card, or provided by the Customer in connection with his or her use of a Card, including, without limitation, Card account numbers and expiration dates, security codes (e.g. CVV2, CVC2, etc.), PIN numbers, credit limits, account balances, or Customer billing address, phone numbers, or zip codes (when provided solely as part of an identity verification system), and any data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically, or otherwise stored thereon. For the avoidance of doubt, information about Customers which is not specific to Customer’s Card and which is voluntarily provided to Merchant by Customers for purposes of shipping or delivering goods or services, Customer’s participation in a loyalty program, mailing list, special offers, or similar purposes (e.g., Customer’s name, mailing address, phone number, email address, birthdate or age), shall not be deemed Card Information. Page 300 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 13 of 15 “Card Network” means any payment card network provider whose payment method is accepted by CMS for processing, including, without limitation, Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, American Express, Pulse, and STAR. “Card Network Rules” means all bylaws, rules, programs, regulations, specifications, and manuals, as they exist from time to time, of the Card Networks. With respect to the Chase Transactions, the ChaseNet Rules are the applicable Card Network Rules. “Chargeback” means a reversal of a Transaction Merchant previously presented to CMS pursuant to Card Network Rules. “Chase Card” means a Card issued by Chase or its Affiliates and used to access a line of credit, prepaid account, or deposit account, issued or maintained by Chase or its Affiliates. “Chase Customer” means any person or entity to whom a Chase Card is issued or who is otherwise authorized to use a Chase Card. “Chase Transaction” means a Transaction utilizing an Eligible Chase Card and which is processed over the ChaseNet platform. “ChaseNet” means Chase’s payment processing platform(s) where Transactions involving Eligible Chase Cards are processed directly between Merchant and Chase, bypassing the traditional Card Network “interchange” system. “ChaseNet Rules” means the Chase Merchant Program Requirements, as amended, revised and updated from time to time, which set forth the rules and requirements applicable to the acceptance of Chase Transactions. “Customer” means the person or entity to whom a Card is issued or who is otherwise authorized to use a Card. “Data Compromise Event” means an occurrence that results, or may have resulted, directly or indirectly, in the unauthorized access to or disclosure of Card Information in the possession or control of a party to this Agreement or its service providers. “Eligible Chase Card” means a Chase Card of a type that Chase, in its sole discretion, has determined to be eligible for use in Chase Transactions processed over ChaseNet generally. Unless CMS has notified Merchant otherwise in writing (or the parties have agreed in writing to Chase Transaction pricing specific to another Card type, e.g. PIN debit), Eligible Chase Cards shall be limited to consumer and small business Chase Cards for which a Visa-branded credit or signature debit card has been issued. “Merchant” means the legal entity identified in the Application and on the first and signature pages of this Agreement. “Merchant Application” means any software application developed by or on behalf of Merchant that provides various services and capabilities for Merchant’s customers including the ability purchase or otherwise effect payment for Merchant goods or services. “Person” shall mean any natural person, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity, whether acting in an individual, fiduciary or other capacity. Page 301 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 14 of 15 “Referral Partner” is a third party that has entered into a (i) formal referral relationship with CMS pursuant to which it referred Merchant to CMS for payment processing services and/or (ii) preferred pricing program with CMS. The Referral Partner may be paid a fee by CMS for the referral of Merchant to CMS. In addition, the Referral Partner may be involved in the servicing and maintenance of Merchant’s account. Referral partners may include, as applicable, without limitation, financial institutions, Merchant’s franchisor, independent sales organizations, trade associations or groups and service providers. “Refund” means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services, and any adjustment of a Transaction. “Reserve Account” shall have the meaning set forth in Section 2.6. “Security Standards” means all rules, regulations, standards, or guidelines adopted or required by the Card Networks or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Card Information, including, without limitation, the Payment Card Industry Data Security Standards, Visa’s Cardholder Information Security Program, Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program, Visa’s Payment Application Best Practices, the Payment Card Industry’s Payment Application Data Security Standard, MasterCard’s POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program, in each case as they may be amended from time to time. “Service Provider” means any party that processes, stores, receives, transmits, or has access to Card Information on Merchant’s behalf, including, without limitation, its agents, business partners, contractors, and subcontractors. “Transaction” means any transaction conducted between a Customer and Merchant utilizing a Card in which consideration is exchanged between the Customer and Merchant. “U.S.” means the forty-eight (48) contiguous states of the United States, District of Columbia, Alaska and Hawaii. For the avoidance of doubt, all other United States possessions and territories are excluded, except as may otherwise be provided in an addendum hereto. [Signature Page to Follow] Page 302 of 638 Select Government Merchant Processing Agreement_US_CR420 Nov Rev. October, 2020 INTERNAL PAYMENTECH USE Merchant Name: City of San Luis Obispo Page 15 of 15 IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement. Agreed and Accepted by: City of San Luis Obispo Merchant Legal Name By (authorized signature) Print Name and Title Date 990 Palm Street Address San Luis Obispo, CA 93401 City, State Zip Agreed and Accepted by: PAYMENTECH, LLC for itself and on behalf of JPMORGAN CHASE BANK, N.A. By Print Name and Title Date 8181 Communications Pkwy, Bldg. C, Floor 03 Address Plano, Texas 75024 City, State Zip V. 14254 To Be Completed By Paymentech, LLC Merchant Agreement Contract Number is: _____________________________________________ Merchant Processing Identification Number Will Be Provided At Time of Processing Set Up Page 303 of 638 Appendix 7 Firm's Cybersecurity Overview Client Letter Page 304 of 638 Page 305 of 638 2 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co. All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners. Table of Contents ................................................................................................ 3 ............................................................ 4 .......................................................... 4 ....................................................................................................................... 5 ................................................................................... 5 ............................................................................... 5 ............................................................................... 5 ....................................................................................................... 5 .......................................................................... 5 ..................................................................................................................... 5 .............................................................................................................. 5 ..................................................................................................................... 5 ................................................................................................................ 6 ................................................................................................................... 6 ......................................................................................................................... 6 ........................................................................................................ 6 ......................................................................................................................... 6 ............................................................................................................................. 6 ............................................................................................ 6 .................................................................................................... 6 ...................................................................................................................... 6 .................................................................................................................... 7 ......................................................................................................................... 7 .................................................................................................................. 7 ............................................................................................................................. 7 ..................................................................... 7 ....................................................................................... 8 How Our Capabilities are Designed How Cybersecurity and Technology Controls are Governed How We Implement Cybersecurity and Technology Controls Control Capabilities Technology Governance , Risk & Compliance Technology Strategy & Portfolio Management Information & Technology Asset Management Identity & Access Management Cryptography Services and Data Loss Prevention Security Configuration Vulnerability Management Technology Resiliency Technology Development Technology Operations Security Operations Incident & Event Management Business Resiliency Physical Security Workforce Screening & Investigations Records Management & Disposal Third Party Oversight How we Manage Risk Risk Identification Assess & Measure Risk Risk Treatment Emerging Technology -Supporting Business Growth Our Ongoing Commitment to Our Clients I JPMORGAN CHASE &Co. Page 306 of 638 3 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co. All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners. • • • • • • • Dear Valued Client: W. Patrick Opet Managing Director Global Chief Information Security Officer Head of Cybersecurity and Technology Controls JPMorgan Chase & Co. ("JPMC" or "Firm") is pleased to share an overview of our approach to cybersecurity with you. JPMC maintains cybersecurity and technology control capabilities, designed to protect information in our care that belongs to the Firm and its clients in a constantly evolving threat landscape. Our capabilities embed industry practices to promote the secure delivery of services to our clients, assess and safely adopt emerging technologies to support those services, manage acquisition and third party suppler-related risks, and meet regulatory expectations in the places we operate. The Firm is committed to protecting and supporting our clients and enhancing their awareness and vigilance around security risks. The Firm is a globally significant financial institution and participates in international initiatives designed to safeguard critical infrastructure with the goal of contributing to a safe, sound, and resilient financial ecosystem. How Our Capabilities are Designed Our information technology Policies and Standards provide the foundation for our capabilities and approach for safeguarding our technology environment consistent with applicable regulatory and legal obligations. Coverage extends to applications, infrastructure, data and data stores, third-party suppliers that have access to JPMC information or systems, and physical facilities of the Firm with customer and client information. Our capabilities are designed to: Provide for the security, confidentiality, integrity, and availability of customer, client, and employee information Protect against anticipated threats or risks to the security of that information Prohibit unauthorized access to, or use of, information that could harm any customer, client, or employee Manage, store, transport, and dispose of customer, client, and employee information throughout the data management lifecycle Support the secure adoption of emerging technologies to enable business growth and enhance services to our client's Evaluate our third party suppliers' security policies, procedures and controls for alignment with the Firm's Minimum Control Requirements Provide our employees with appropriate awareness and training on their responsibilities to protect customer and client information and maintain the security of our systems I JPMORGAN CHASE &Co. Page 307 of 638 4 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co. All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners. • • • How Cybersecurity and Technology Controls are Governed Our governance structure is designed to identify, mitigate, report, and escalate the status of information and cybersecurity risks, as appropriate, including those risks that could have a material impact on the Firm's operations. Cybersecurity risk management and its governance and oversight are integrated into the Firm's operational and technology risk management frameworks. The Firm implements a Three Lines of Defense structure, in accordance with regulations, to identify and treat control gaps or weaknesses, as appropriate. The First Line of Defense includes Global Technology and cybersecurity function areas that contribute to risk management processes through control implementation and execution. The Second Line of Defense includes the firm's Independent Risk Management function that develops and monitors the execution of the risk and compliance governance structure. The Third Line of Defense includes Internal Audit, which provides independent assessments of the effectiveness of firmwide processes, controls, governance and risk management. The Firm's governance structure uses key governance forums to disseminate information, monitor and measure progress. These forums are established at multiple levels throughout the Firm, and generally includes representatives from each Line of Business and relevant corporate functions, independent risk management, and internal audit. The Cybersecurity and Technology Controls Operating Committee ("CTOC") is the principal management committee that oversees the Firm's assessment and management of cybersecurity risk, including oversight of the implementation and maintenance of appropriate controls in support of the Firm's Information Security Program. The CTOC escalates key operational risk and control issues, as appropriate, to the Global Technology Operating Committee ("GTOC") or its business control committee or to the appropriate Line of Business and Corporate Control Committees. The GTOC is responsible for the governance of the firmwide Global Technology organization, including oversight of Firmwide technology strategies, the delivery of technology and technology operations, the effective use of information technology resources, and monitoring and resolving key operational risk and control matters arising in the Global Technology organization. The Firm's Board of Directors oversees cybersecurity, with the Board of Directors' Audit and Risk Committees assisting the Board in this oversight. The Board of Directors' Audit Committee reviews the Firm's cybersecurity capabilities and programs annually. How We Implement Cybersecurity and Technology Controls The Firm's Risk Management Framework enables the identification, control, and management of cybersecurity-related risks in a manner consistent with the Firm's risk appetite and tolerance. Our Cybersecurity and Technology Controls (CTC) organization is led by the Global Chief Information Security Officer (CISO) and is responsible for governance and oversight of these controls. CTC is part of the Global Technology organization which is led by our Global Chief Information Officer. I JPMORGAN CHASE &Co. Page 308 of 638 5 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co. All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners. The Firm continues to make investments in enhancing cybersecurity capabilities, and efforts to provide training and awareness to employees, clients, and third party service suppliers. In partnership with the Firm's lines of business, CTC identifies information security threat and risk issues and provides products and services to protect JPMC's information resources, including applications, infrastructure, and confidential and private information related to the Firm's clients. CTC also partners with appropriate government and law enforcement agencies, as well as peer and industry groups, to understand the full spectrum of risks in the operating environment, enhance defenses, and improve operational resiliency. Control Capabilities The development, continuous enhancement, and management of technology controls is informed by threat intelligence, regulatory requirements, technology risk management frameworks, industry practices, and lessons learned through internal and external events. Firm Policies and Standards, which outline security controls, are reviewed, and approved annually. The following table summarizes our capabilities: CAPABILITY DESCRIPTION Establishes control requirements for implementing, maintaining, and executing the technology risk Technology Governance , management program. This includes governance and reporting through its risk identification, control Risk & Compliance definition (i.e ., Policies, Standards, Procedures), assessment , and treatment phases. Technology Strategy & Portfolio Management Information & Technology Asset Management Identity & Access Management Cryptography Services and Data Loss Prevention Security Configuration Vulnerability Management Technology Resiliency Establishes control requirements such that the technology strategy reflects business and organizational requirements , with technology budgets aligned accordingly . Establishes the controls for the registration , classification, and lifecycle governance of information and technology assets used by the firm. ITAM provides the taxonomies and lifecycle processes for managing these assets according to the Technology Controls Policy . Additionally, it states the minimum classification attributes for inventory authoritative sources. Establishes control requirements for managing the identities of users and devices , and for the provisioning and removal of access to technology assets with regard to least privilege , segregation of technology duties, authentication, and attribution . Identity and access management supports secure remote access to our environment and JPMC applications. Establishes the controls that safeguard data during transit and at rest. These controls are associated with the data itself (e .g., cryptographic controls), and help prevent unauthorized disclosure and/or loss of integrity. Establishes control requirements for the security of technology assets (e.g ., networks, endpoints, etc.) through the definition of secure builds, or baselines, and associated deployment patterns (e.g ., segregation of systems, environments, network zones, etc.). The firm 's Content Filtering program supports the enforcement of policies, standards and various laws & regulations regarding the appropriate usage of the internet and the protection of personal information . Establishes control requirements for the identification , discovery, prioritization , and remediation of technology vulnerabilities (e.g., in infrastructure, applications, etc.) via firmwide assessment and testing . Establishes control requirements for planning and testing the prioritized recovery of technology services in the event of degradation or outage , including recovery readiness . I JPMORGAN CHASE &Co. Page 309 of 638 6 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co. All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners. CAPABILITY Technology Development Technology Operations Security Operations Incident & Event Management Business Resiliency Physical Security workforce Screening & Investigations DESCRIPTION Establishes control requirements for the architecture, design, build, test, and deployment phases of the technology delivery lifecycle. The Firm employs a software security assurance program that includes architectural risk reviews, secure code reviews, threat based penetration testing and dynamic scanning. Establishes control requirements for management of the production technology environment including change management, capacity management request fulfilment and technology maintenance . Establishes control requirements for identification and assessment of technology-borne threats, the hunting, monitoring, and detection of malicious activities, and associated investigations. Our Cybersecurity Operations Centers use a "Follow-the-sun" model to provide 24-hour defense from day-to- day cyber threats across three strategic locations -New York, London and Singapore . Establishes control requirements for consistently responding to technology-based exception conditions. This includes the categorization , mitigation , reporting (e .g., communication, escalation, etc.) and root cause analysis associated with anomalous events and incidents. The firmwide Business Resiliency Program supports an integrated , risk-based approach to safeguard delivery of services to clients and partners in line with their requirements and the Firm's business strategy and principles . In each region , JPMC performs internal exercises incorporating crisis management processes and participates in externally led, sector-wide cybersecurity exercises with other public and private sector entities. Lessons learned from test activities are provided to management with root cause analysis and recommendations to improve overall resiliency. The Firm maintains physical security controls designed to protect employees, clients, and our assets from external and internal threats . These include controls to restrict physical access and conduct surveillance monitoring at JPMC locations including data centers and computer facilities that contain critical systems and confidential information. The Firm's screening processes are managed by Global Security and are designed to provide a safe and secure working environment and protect JPMC employees, facilities, assets, and reputation. To the extent permitted by local laws and regulations, the Firm screens prospective and current employees contingent workers and certain current workforce members depending on their access to JPMC premises, systems and information. Records Management & The Firm's Centralized Records Management controls retention and destruction of the Firm's records Disposal and data based on regulatory and legal requirements. Records Management governs adherence to these requirements by lines of business and corporate functions. Third Party oversight The Firm's Corporate Third Party Oversight (CTPO) function identifies , controls, assesses, measures , treats , and governs risk from third party suppliers . An Initial Supplier Control Assessment is required at on boarding for new critical, high , and medium risk engagements and aligned supplier-hosted applications. The resulting control effectiveness rating provides a view of the supplier 's control environment to help make an informed decision regarding supplier selection and use of the standard Master Service Agreement. The function leverages the Firm 's Global Technology Standards for Technical Assessments and additional cybersecurity monitoring is executed in partnership with Security Operations where appropriate . Training & Awareness The Firm maintains formal Training and Awareness functions focused on privacy and cybersecurity initiatives for maintaining data confidentiality, integrity, and availability . These initiatives include training that reinforces the Firm's Policies and Standards including responding to unauthorized access to or use of information . Live, virtual , and computer-based training are offered on how to identify potential information and cybersecurity risks. This training is mandatory for all employees globally on a periodic basis, and is supplemented by firmwide testing initiatives, including regular phishing tests. I JPMORGAN CHASE &Co. Page 310 of 638 7 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co. All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners. How We Manage Risk Risk Identification JPMC maintains a risk identification process to capture and understand cybersecurity risks and threats to the Firm, clients, and stakeholders through changing business, economic, and operating conditions. Our capabilities adhere to the JPMC Risk Identification Framework to identify, document, prioritize, and communicate cybersecurity-related material risks and how they change over time. Our capabilities incorporate business context, threat intelligence, and regulatory requirements to identify risks. This includes emerging technologies, such as artificial intelligence (Al), cloud computing, and digitization of finance, including blockchain, for which the Firm performs multi-faceted risk assessments in order to identify associated risks. Assess & Measure Risk The Firm assesses and evaluates the adequacy of controls via automated or manual processes. Processes, risks, and controls are defined in alignment with Firm taxonomies and recorded in approved systems of record. Control objectives are evaluated by the Firm's risk assessment processes and test controls in accordance with their risk-based methodologies and frequencies. Metrics are maintained to measure material risks and the effectiveness of key controls in accordance with Firm Standards for Operational Risk Metrics and reported to senior management. Risk Treatment The Firm monitors and manages risk exposure through prioritized remediation efforts. As required by Firm Policy, issues resulting from a control gap or weakness identified by Global Technology, Independent Risk Management, Internal Audit, and Regulators are recorded in the Firm's approved system of record. Potential solutions are assessed in alignment with risk, business-driven priorities and JPMC's controls and security architecture. Risk Treatment Plans to remediate or accept the risk are approved and monitored regularly for completion with significant delivery issues escalated for senior management attention. Emerging Technology -Supporting Business Growth The Firm actively monitors the emerging technology trends that surround our business and wider industry. These are considered as part of our strategy setting process, and we are diligently working to have the right investment and focus in place so that we are best positioned for success. This particularly applies to emerging technologies, such as artificial intelligence and digitization of finance, including blockchain, for which the Firm performs multi-faceted risk assessments in order to maximize benefit and reduce risk. Al is an extraordinary and groundbreaking technology, and along with the raw material that feeds it, data, will be critical to the Firm's future success. I JPMORGAN CHASE &Co. Page 311 of 638 8 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co. All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners. Our Ongoing Commitment to Our Clients The Firm continuously enhances our capabilities to protect our clients ' data as part of the Firm 's business principle of exceptional client service. We strive to support JPMC's innovative, best-in-class client solutions that focus on safety and security, while reflecting a robust governance, risk, and controls environment. Thank you for your continued confidence in JPMC. W. Patrick Opet Managing Director Global Chief Information Security Officer Head of Cybersecurity and Technology Controls I JPMORGAN CHASE &Co. Page 312 of 638 Appendix 8 National Government Commercial Card Consortium Page 313 of 638 Page 314 of 638 Page 315 of 638 Page 316 of 638 Page 317 of 638 Page 318 of 638 Page 319 of 638 Page 320 of 638 Page 321 of 638 Page 322 of 638 Page 323 of 638 Page 324 of 638 Page 325 of 638 Page 326 of 638 Page 327 of 638 Page 328 of 638 Page 329 of 638 SIXTH AMENDMENT TO MASTER COMMERCIAL CARD AGREEMENT THIS SIXTH AMENDMENT (the “Amendment”) to Commercial Card Agreement (as amended, supplemented, restated, or replaced from time to time, the “Agreement”) dated as of August 31, 2007 between JPMorgan Chase Bank, N.A. or one or more of its Affiliates (“Bank”) and City of Fort Worth, Texas (“Client”) is made and is effective as of ________________, 2021 (the “Effective Date”). WHEREAS, Bank and Client entered into the Agreement on August 31, 2007, which has previously been amended by five separate amendments, the last amendment effective June 27, 2018; WHEREAS, Client issued Request for Proposals for Purchasing Card Services (“RFP No. 21- 0095) on March 17, 2021; and WHEREAS, pursuant to RFP No. 21-0095, Bank and Client mutually agree to extend the terms of the Agreement for an additional two-year term with the option to renew for two additional two- year terms; NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledge, Bank and Client agree to amend the Agreement, as previously amended, as follows: 1. Definitions. Capitalized terms used in this Amendment and defined in the Agreement shall be used herein as so defined, except as otherwise provided herein. 2. Acknowledgment. The Parties hereto acknowledge and agree that the term of the Agreement shall be renewed for two (2) years from the Effective Date of this Amendment. Thereafter, the Agreement shall have the option to be renewed for two (2) additional two (2) year terms unless either Party terminates in accordance with the terms of the Agreement. 3. Exhibit A. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with a new Exhibit A in the form attached hereto as Exhibit A. 4. Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Agreement, as it may have been amended from time to time, shall continue in full force and effect and the Agreement shall remain enforceable and binding in accordance with its terms. 5. Counterparts. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same document, and each Party hereto may execute this Amendment by signing any of such counterparts. Facsimile signatures shall have the same force and effect as the original. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES ON FOLLOWING PAGE DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC July 30, 2021 CSC No. 35775-A6 Page 330 of 638 IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date. JPMORGAN CHASE BANK, N.A. By ______________________________ Name ______________________________ Title ______________________________ Client Authorization: The undersigned is an officer, member, manager, director, managing partner, or general partner (or person authorized to represent the foregoing), as applicable, of Client, authorized to bind Client to enter into and to perform its obligations under this Amendment. The undersigned certifies to Bank that the governing body of Client has adopted resolutions or other appropriate and binding measures authorizing Client to enter into and perform its obligations under this Amendment and that t hose resolutions or other appropriate and binding measures were: (a) adopted in accordance with, as applicable, all requirements of law and Client’s organizational or constituent documents, (b) have been entered into the minute books or company records of Client, and (c) are now in full force and effect. Client shall provide to Bank immediately upon demand conclusive evidence of the authorizatio ns described above. CITY OF FORT WORTH By ______________________________ Name ______________________________ Title ______________________________ Note: The legal name of any member, managing member or general partner who is signing but is not an individual person must appear in the signature block. Client Attestation: The undersigned officer, member, manager, director, managing partner, or general partner (or person authorized to represent the foregoing) of Client, hereby certifies that the individual signing above on behalf of Client has been duly authorized to bind Client and to enter into and perform its obligations under this Amendment and that the person signing above on behalf of Client, whose execution of this Amendment was witnessed by the undersigned, is an officer, member, manager, director, managing partner, or general partner (or person authorized to represent the foregoing) of Client possessing authority to execute this Amendment. Client shall provide to Bank immediately upon demand conclusive evidence of the authorizations described above. By ______________________________ Name ______________________________ Title ______________________________ Note: The person signing the attestation shall be someone different from the person signing above on behalf of Client. AS APPROVED TO FORM AND LEGALITY By ______________________________ Name ______________________________ Title ______________________________ DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC Vice President Vincent Saia Deputy City Manager Acting City Secretary Taylor Paris Assistant City Attorney Jesus Chapa Ronald P. Gonzales Jesus J. Chapa (Aug 2, 2021 15:52 CDT) Page 331 of 638 Approval Recommended: By: _______________________________ Name: Reginald Zeno Title: Chief Financial Services Officer City of Fort Worth Contract Compliance Manager By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: _______________________________ Name: Elida Torres Title: Management Analyst I DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC Elida Torres (Jul 30, 2021 09:43 CDT) Reginald Zeno (Aug 2, 2021 14:43 CDT) Page 332 of 638 EXHIBIT A to the Master Terms FEES & INCENTIVES 1. DEFINITIONS. Capitalized terms herein that are not otherwise specifically defined herein shall have the same meanings as set forth in the Agreement. “Average File Turn” has the meaning given to it in Section 4.A.i, as applicable. “Bonus Term” means the one (1) year term beginning on the Effective Date of this Amendment. “Combined Net Charge Volume” means the sum of U.S. Net Charge Volume and U.S. Net Virtual Card Charge Volume. “Combined Total Charge Volume” means the sum of U.S. Total Charge Volume and U.S. Total Virtual Card Charge Volume. “Contract Year” means a 12-month period beginning on the Effective Date of this Amendment or any anniversary of such date. “Credit Losses” means all amounts due to Bank in connection with any and all Cards or Accounts that Bank has written off as uncollectible, excluding amounts due in respect of Fraudulent Transactions. "Discount Interchange Rate Transactions" means Transactions made on any and all Cards or Accounts with either an interchange rate below 2.00% under applicable Credit Card Network rules or a Supplier Fee below 2.00%. Those Transactions include but are not limited to Large Ticket Transactions, level 3 Transactions, MasterCard and Visa Partnership programs, and any other programs entered into by the Networks, Client, merchant s, Bank, or others whereby the parties to those programs have agreed to interchange rates or Supplier Fees below 2.00% for certain transactions. "Discount Interchange Rate Transaction Volume" means total Discount Interchange Rate Transactions made on any and all Cards or Accounts, net of returns, cash advances, convenience check amounts and Fraudulent Transactions. Discount Interchange Rate Transaction Volume is comprised of two categories based on either the interchange rate or Supplier Fee of each transaction as follows: "Discount Interchange Transaction Volume Category 1" covers all Discount Interchange Rate Transaction Volume with interchange rate or Supplier Fee at or above 1.00% (interchange rate or Supplier Fee from 1.00% - 1.99%). "Discount Interchange Transaction Volume Category 2" covers all Discount Interchange Rate Transaction Volume with interchange rate or Supplier Fee below 1.00% (interchange rate or Supplier Fee from 0.00% - 0.99%). “Fraudulent Transactions” means Transactions made on a Card or Account by a person, other than Client or Cardholder, who does not have actual, implied, or apparent authority for such use, and which the Cardholder or Client receives no direct or indirect benefit. “J.P. Morgan Virtual Connect Network” means Bank’s proprietary payments technology platform to which merchants may register to receive payment from Client in connection with Client’s Program(s). “Settlement Terms” means the combination of the number of calendar days in a billing Cycle and the number of calendar days following the end of a billing Cycle to the date the payment is due. Settlement Terms are expressed as X & Y, where X is the number of calendar days in the billing Cycle and Y is the number of calendar days following the end of a billing Cycle to the date the payment is due. “Supplier Fee” or “Merchant Transaction Fee Rate” means the fee established by Bank, in its sole discretion, payable by merchant accepting payment from Client for Transactions made through the J.P. Morgan Virtual Connect Network. “U.S. Net Charge Volume” means total charges made on any and all U.S. dollar issued Cards or Accounts, net of returns, cash advances, convenience check amounts and Fraudulent Transactions. U.S. Net Charge Volume does not include any Discount Interchange Rate Transaction Volume or U.S. Net Virtual Card Charge Volume. “U.S. Net Virtual Card Charge Volume” means total charges made on any and all U.S. dollar issued Virtual Card Accounts, net of returns, cash advances and Fraudulent Transactions. U.S. Net Virtual Card Charge Volume does not include any Discount Interchange Rate Transaction Volume. “U.S. Total Charge Volume” means the sum of U.S. Net Charge Volume and Discount Interchange Rate Transaction Volume associated with the U.S. Corporate Card, U.S. Purchasing Card, and U.S. One Card Program(s). “U.S. Total Virtual Card Charge Volume” means the sum of U.S. Net Virtual Card Charge Volume and Discount Interchange Rate Transaction Volume associated with the U.S. Virtual Card Account Program(s). 2. BONUSES A. Signing Bonus Bank will pay Client a one-time bonus of $160,000.00 within 90 days following execution of this Amendment. Repayment of such bonus may be required as follows: DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC Page 333 of 638 i. Should the Agreement be terminated prior to the end of the Bonus Term, Client shall repay the bonus to Bank on a term pro-rata basis. ii. In addition, should Client fail to achieve at least $600,000,000.00 in Combined Total Charge Volume (“Bonus Term Volume Requirement”) for any reason during the Bonus Term, Client shall repay the bonus to Bank on a volume pro- rata basis. Such repayment will be deducted from the final rebate payment in respect of the Bonus Term, if any. If the amount of the repayment exceeds the final rebate payment of the Bonus Term, Client shall pay to Bank the amount in excess of the final rebate payment of the Bonus Term. If there is no final rebate payment, Client shall pay to Bank the full amount of such repayment. iii. If upon termination of the Agreement Bank is owed both an early termination repayment under 2.A.i and a volume shortfall repayment under 2.A.ii and, Client shall be required to pay the larger of the two amounts. 3. REBATES A. Volume Rebate Bank will pay each Participant a rebate based on the annual Combined Total Charge Volume achieved by all Participants and the annual Combined Total Charge Volume achieved by the individual Participant according to the following schedule. The rebate will be calculated as the Volume Rebate Rate (as determined according to the following schedule) multiplied by the annual Combined Net Charge Volume, subject to the rebate adjustments below. B. Discount Interchange Rate Transaction Rebate Should all Participants in aggregate achieve the minimum annual Combined Total Charge Volume required to earn a Volume Rebate as stated above, Bank will pay each Participant a rebate based on annual Discount Interchange Rate Transaction Volume associated with each Program. The rebate will be calculated as the Discount Interchange Transaction Rebate Rate (with categories as determined according to the following schedule) multiplied by the annual Discount Interchange Rate Transaction Volume for each respective category associated with each Program, subject to the rebate adjustments below. 4. REBATE ADJUSTMENTS A. Average File Turn Adjustment i. The Volume Rebate Rate and Discount Interchange Transaction Rebate Rate will be adjusted (either increased or decreased as applicable) based on the Average File Turn of Client’s Program(s) over a Contract Year (“Average File Turn Adjustment”). ii. The Average File Turn Adjustment for each Participant’s Program(s) is calculated by determining the difference between Client’s actual Average File Turn for such Program(s) and 29. If the Participant’s actual Average File Turn for such Program(s) is less than 29, the Volume Rebate Rate and Discount Interchange Transaction Rebate Rate will Combined U.S. One Card, U.S. Virtual Card, U.S. Purchasing Card and U.S. Corporate Card Programs Annual Combined Total Charge Volume of all Participants Volume Rebate Rate applied to annual Combined Net Charge Volume for Individual Participant at 29 File Turn Days $250k $1MM $5MM $10MM $15MM $20MM $25MM $30MM $40MM $50MM $75MM $100MM $150MM $1 0.50% 1.03% 1.53% 1.68% 1.73% 1.76% 1.79% N/A N/A N/A N/A N/A N/A $25,000,000 0.50% 1.04% 1.54% 1.69% 1.74% 1.77% 1.80% 1.83% 1.86% 1.89% N/A N/A N/A $75,000,000 0.50% 1.05% 1.55% 1.70% 1.75% 1.78% 1.81% 1.84% 1.87% 1.90% 1.93% 1.95% N/A $150,000,000 0.50% 1.06% 1.56% 1.71% 1.76% 1.79% 1.82% 1.85% 1.88% 1.91% 1.94% 1.96% 1.98% $200,000,000 0.50% 1.07% 1.57% 1.72% 1.77% 1.80% 1.83% 1.86% 1.89% 1.92% 1.95% 1.97% 1.99% $300,000,000 0.50% 1.08% 1.58% 1.73% 1.78% 1.81% 1.84% 1.87% 1.90% 1.93% 1.96% 1.98% 2.00% $400,000,000 0.50% 1.09% 1.59% 1.74% 1.79% 1.82% 1.85% 1.88% 1.91% 1.94% 1.97% 1.99% 2.01% $500,000,000 0.50% 1.10% 1.60% 1.75% 1.80% 1.83% 1.86% 1.89% 1.92% 1.95% 1.98% 2.00% 2.02% $600,000,000 0.50% 1.11% 1.61% 1.76% 1.81% 1.84% 1.87% 1.90% 1.93% 1.96% 1.99% 2.01% 2.03% $800,000,000 0.50% 1.12% 1.62% 1.77% 1.82% 1.85% 1.88% 1.91% 1.94% 1.97% 2.00% 2.02% 2.04% $1,000,000,000 0.50% 1.13% 1.63% 1.78% 1.83% 1.86% 1.89% 1.92% 1.95% 1.98% 2.01% 2.03% 2.05% Discount Interchange Rebate Rate for Combined U.S. One Card, U.S. Single-Use Account, U.S. Purchasing Card and U.S. Corporate Card Programs Volume by Individual Participant Discount Interchange Rebate Rate Categories Discount Interchange Rebate Rate @ 29 File Turn Days Category 1 0.90% Category 2 0.15% DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC Page 334 of 638 each be increased by 0.0050% for each whole number less than 29. If the Participant’s actual Average File Turn for such Program(s) is greater than 29, the Volume Rebate Rate and Discount Interchange Transaction Rebate Rate will each be decreased by 0.0050% for each whole number greater than 29 but less than 46. iii. If Client’s actual Average File Turn under Section 4.A.ii is greater than 45 days, Participant will not qualify for any rebate payment (as described below in the General Rebate Terms Section). B. Interchange Rate or Supplier Fee Adjustment In the event of a reduction in either interchange rates by the Credit Card Networks or Supplier Fee, Bank reserves the right to adjust the rebate rates and fees accordingly. 5. GENERAL REBATE TERMS A. Annual Rebates i. Rebates will be calculated annually in arrears. Rebate payments will be made in USD within the ninety (90) day period after the end of the Contract Year (the “Rebate Calculation Period”) via wire transfer to a business account designated by Participant and authenticated by Bank. Payment is contingent upon Bank receiving Participant’s wire instructions and Bank’s authentication of such instructions prior to the end of the Rebate Calculation Period. ii. Rebate amounts are subject to reduction by all Credit Losses. If Credit Losses exceed the rebate earned for any Contract Year, Participant shall pay to Bank the amount in excess of the rebate, which invoice shall be due and payable in accordance with the terms of such invoice. If Participant is participating in more than one Program, Bank reserves the right to offset any Credit Losses from one Program against any rebate earned under any other Program. In no event will Bank pay Participant a rebate for the year in which the Agreement is terminated. B. To qualify for any rebate payment, all of the following conditions must be met. i. Participant is not in default under the Agreement at the time of rebate calculation and payment. ii. Account(s) must be current at the time of rebate calculation and payment. iii. Average File Turn must be less than 46 days (as stated in the Average File Turn Adjustment section). 6. SETTLEMENT TERMS Payment must be received by Bank in accordance with the Settlement Terms. Late payments shall be subject to fees as specified in the Fees Section of this Exhibit. Participants may elect Settlement Terms of 30 & 25, 30 & 14, 30 & 7, 14 & 7, 7 & 1 and 1 & 1 for the U.S. Virtual Card, U.S. Purchasing Card, U.S. Corporate Card and U.S. One Card Program(s). 7. FEES A. United States The following are the fees associated with U.S. Virtual Card, U.S. Purchasing, U.S. Corporate and U.S. One Card Programs: STANDARD SERVICES AND FEES Late payment charge Central bill: 1% of full amount past due assessed at end of the Cycle in which payment first became due and each Cycle thereafter Individual bill: 1% of full amount past due assessed 28 days after end of the Cycle in which payment first became due and each Cycle thereafter International transaction 1.5% of the US Dollar amount charged Rush card $25 per card if processed through J.P. Morgan. Standard card $0.00 ADDITIONAL SERVICES AND FEES Cash advances 2.5% of amount advanced ($2.50 minimum with no maximum) Convenience check 2% of check amount ($1.50 minimum with no maximum) Executive card $75 annual fee per card If Client requests services not listed in this schedule, Client agrees to pay the fees associated with such services. DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC Page 335 of 638 Certificate Of Completion Envelope Id: 9F1E1B7A86954A80A4F3399D242214AC Status: Completed Subject: Please DocuSign: City of Fort Worth - 6th Amendment to MCCA.2021.07.28(executioncopy).docx ECID: NA Request# (IR#; Service Portal Case#, CardPro# etc): Source Envelope: Document Pages: 6 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 0 Lynne Krueger AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 1111 Polaris Parkway Columbus, OH 43240 lynne.x.krueger@jpmchase.com IP Address: 159.53.78.144 Record Tracking Status: Original 7/30/2021 8:36:19 AM Holder: Lynne Krueger lynne.x.krueger@jpmchase.com Location: DocuSign Security Appliance Status: Connected Pool: JPMC Security Pool Signer Events Signature Timestamp Vincent Saia vincent.x.saia@jpmorgan.com Vice President JPMorgan Chase Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 159.53.78.142 Sent: 7/30/2021 8:36:52 AM Viewed: 7/30/2021 8:41:32 AM Signed: 7/30/2021 8:42:06 AM Freeform Signing Electronic Record and Signature Disclosure: Accepted: 7/14/2021 11:09:33 AM ID: 0453320d-7754-4a98-9f0f-3c514b99621f Company Name: JPMorgan Chase In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/30/2021 8:36:52 AM Certified Delivered Security Checked 7/30/2021 8:41:32 AM Signing Complete Security Checked 7/30/2021 8:42:06 AM Completed Security Checked 7/30/2021 8:42:06 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Page 336 of 638 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE This Electronic Record and Signature Disclosure (“Terms”) sets forth the terms and conditions upon which JPMorgan Chase Bank, NA or its affiliates (“JPMorgan”) will accept a document signed by an authorized person (“Authorized Signer”) of a customer (“Customer”) of JPMorgan, using an electronic signature (“E-Signed Document”). Neither Customer nor JPMorgan are obligated to use or accept electronic signatures. The Customer may request that a document presented to it through a Platform be provided for manual signature. JPMorgan may require that the Customer provide a document or instruction manually signed by an Authorized Signer along with evidence of the Authorized Signer’s authority to execute such document or instruction. 1. Eligible Platforms. JPMorgan only accepts E-Signed Documents signed through e-signature platforms (each, a “Platform”) acceptable to JPMorgan on the terms set forth herein. A list of Platforms is available from JPMorgan upon request.. JPMorgan may accept E-Signed Documents signed through a Platform in instances where the signing event was initiated by JPMorgan or internally by the Customer. E-Signed Documents signed through a Platform must include a signature panel or other indicator evidencing that the document has not been modified since the signature was applied and a certificate of completion or audit trail providing details about each signer on the document, which must include, at a minimum, the signer’s email address and timestamp (“Completion Document”). 2. Configuration of Platforms. The Customer is responsible for its own use and configuration of each Platform. Security features (including, without limitation, encrypted messages, additional authentication requirements or features designed to prevent a document from being reassigned to another individual for signature) are included on the Platform for the benefit of the Customer (including, without limitation, to mitigate against fraud). By choosing not to use (or, in the case of encryption, not having the capability to use) any one or more security features, the Customer accepts the risks associated with not using such security measures. JPMorgan is not liable for any loss suffered by the Customer as a result of the Customer not using such security measures. The designated recipient of an email received from a Platform may not forward such email to another person for e-signature. If a document is misdirected, the recipient should contact JPMorgan or use functionality within the Platform to reassign the document to an Authorized Signer. The representations and warranties given by the Customer in these Terms will in no way be affected by a Customer’s choice not to use a security feature. 3. Authority Documents; Personal Data. Electronic Record and Signature Disclosure created on: 11/20/2020 8:18:43 AM Parties agreed to: Vincent Saia Page 337 of 638 The Customer has separately provided JPMorgan with documentation (i) showing or certifying the authority of its Authorized Signers to sign documents on behalf of the Customer and (ii) containing the correct name, business email address, and telephone numbers (“Personal Data”) for each Authorized Signer (“Authority Documents”). The Customer represents and warrants that the information contained in the Authority Documents is accurate and complete, and that the Customer will promptly notify JPMorgan if there are any changes to the Authority Documents, including if an Authorized Signer’s authority is modified or revoked. JPMorgan is authorized to rely on the information set forth in the Authority Documents until it receives and has had a reasonable time to act on such notice. In instances where JPMorgan initiates the signing event, JPMorgan will share Personal Data with the Platform for the sole purpose of facilitating the e- Signing process, and the Customer and Authorized Signer hereby, and by executing an E-Signed Document, consent to the sharing of such information and waives (to the extent permissible) any restrictions on sharing such information under applicable law. Personal Data will be kept by the Platform for the duration of the e-Signing process and will be deleted after a period of one year. 4. JPMorgan’s Review of E-Signed Documents. Upon receiving an E-Signed Document, JPMorgan will review the applicable Completion Document and current Authority Documents to (i) to verif y that the signer of the E-Signed Document is an Authorized Signer, and (ii) verify that the email address associated with the electronic signature on the E-Signed Document is the email address of an Authorized Signer. JPMorgan will not verify whether the electronic signature in an E-Signed Document matches the specimen signature held by JPMorgan. The Customer agrees that verification of each E-Signed Document in accordance with this paragraph shall be deemed as prima-facie evidence of its having been duly executed by the Authorized Signer whose electronic signature appears thereon. 5. Customer Representations and Warranties; Acknowledgements. The Customer represents and warrants on a continuous basis that (i) each E-Signed Document has been validly executed by duly Authorized Signer(s) in accordance with the requirements of applicable law in the Customer’s place of incorporation and, to the extent relevant, the Customer’s constitutional documents; and (ii) each E-Signed Document constitutes a valid, legal, enforceable and binding obligation of the Customer. The Customer acknowledges that JPMorgan has relied on the foregoing representations and warranties when accepting E-Signed Documents. The Customer confirms that each E-Signed Document constitutes an electronic record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such printed copies will be treated to the same extent and under the same conditions as other original business records created and maintained in documentary form. The Customer represents and warrants that it has commercially reasonable policies and procedures intended to prevent unauthorized access to email messages delivered to any Authorized Signer at the Authorized Signer’s business email address, which include the following: (i) each Authorized Signer is assigned a unique business email address; (ii) the Authorized Signer’s access to the business email account requires at least the use of a unique username and password; and (iii) the Authorized Signer is required to maintain the security of Page 338 of 638 the log-in password and other security used to access the business email account and not to reveal them to any other person. 6. Limitation of Liability; Indemnification. JPMorgan assumes no responsibility or liability arising from operation of a Platform or the transmission, treatment or storage of any data by a Platform, including, without limitation, any Personal Data. In consideration of JPMorgan accepting E-Signed Documents, the Customer indemnifies and holds JPMorgan, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) arising out of or resulting from JPMorgan’s reliance on these Terms or on an E-Signed Document executed on behalf of the Customer. 7. Governing Law. These Terms and any non-contractual obligations arising out of or in relation to its terms shall be governed by the governing law and forum specified in the related E-signed Document, provided that when there is no governing law specified, these Terms shall be governed by and construed in accordance with the laws of New York and disputes arising out of or relating to its terms or any non-contractual obligations arising out of or relating to its terms will be submitted for resolution to the exclusive jurisdiction of the courts of New York, NY, without reference to the conflicts of laws provisions thereof. The Customer agrees that Personal Data will be subject to the laws and legal procedures of the jurisdictions where Platform’s databases are located and to the Platform’s data retention policy. 8. Entire Agreement. Except as otherwise agreed, these Terms shall constitute the entire agreement between JPMorgan and Customer with respect to the use and acceptance of electronic signatures. Therefore, any terms and conditions displayed through a Platform, on the Platform’s website, or on the Customer website, or any other Customer terms and conditions, related to the use and acceptance of electronic signatures shall not be binding on JPMorgan or the Customer. These Terms do not apply to Customers in connection with accounts and/or services provided by CB “J.P. Morgan Bank International” (LLC). If you agree to these terms and conditions, please confirm your agreement by checking the ‘I agree’ box on the banner ribbon on the web page where you accessed this Consent. By checking the 'I agree' box, I agree that: The documents that are subject to this Consent are solely for business or commercial purposes. You are under no obligation to deliver future documents electronically. You can convert any paper document into electronic form and destroy the original paper document or convert any electronic document to a paper document. The retained form of a converted document shall be deemed to be an original for all purposes. Any converted document shall remain fully enforceable in accordance with its terms. Destroying the Page 339 of 638 original paper document evidencing a debt, or converting such a document from one form to another, will not constitute forgiveness, novation or cancellation of the debt. If there is an inconsistency between this Consent and any provision of another document, the terms of this Consent will prevail I can access and read this Consent and each document delivered to me electronically through the DocuSign system. I can print this Consent on paper or save it for future reference and access. I consent to receive documents electronically through the DocuSign system and any and all documents electronically signed by me are valid and enforceable as if they contained my original signature. Page 340 of 638 Appendix 9 Sample reports Page 341 of 638 TREASURY SERVICES J.P. M organ AccessP ® Sample Reports Guide June 2022 Page 342 of 638 J.P. Morgan Access® Sample Reports Guide 2 Last Modified: June 29, 2022 This guide is confidential and proprietary to J.P.Morgan and is provided for your general information only. It is subject to change without notice and is not intended to be legally binding. All services described in this guide are subject to applicable laws and regulations and service terms. Not all products and services are available in all locations. Eligibility for particular products and services will be determined by JPMorgan Chase Bank, N.A. or its affiliates. J.P.Morgan makes no representation as to the legal, regulatory or tax implications of the matters referred to in this guide. J.P.Morgan is a marketing name for the Treasury Services businesses of JPMorgan Chase Bank, N.A., member FDIC, and its affiliates worldwide. ©2022 JPMorgan Chase & Co. All rights reserved. Page 343 of 638 J.P. Morgan Access® Sample Reports Guide 3 J.P. Morgan 2TAccessP ® P2T Reports Reporting made easy The ability to share information quickly is critical in today’s fast-paced business environment. Access provides a powerful reporting tool—one that delivers timely, accurate data through reports that are easy to create and review. You can analyze and manage cash flow, select the information you need and present and schedule reports from a single screen. Access Reports are customizable to fit your needs. Manage reports quickly and easily to save time Access provides a simple way to manage reports. With just a few clicks, you can see a high-level snapshot of your balances or a comprehensive transaction history. Design reports to deliver information you need when you need it, enabling you to save time and make more informed cash management decisions. Designed to work the way you do View balances and transactions your way through Access Reports’ comprehensive and customizable capability and flexible features and functions. You can now customize and schedule reports from a single screen, view your check and deposit images with corresponding transactions, and organize accounts into groups. Customized to fit your needs Select a standard master format to run a report or tailor the report criteria to view the exact accounts, transactions and balances that you need. You can then share your customized report with recipients of your choice or schedule reports to run on a recurring basis. Ten master formats form the foundation of the Access centralized reporting capability: Balance and Transaction, Transaction Detail – Interactive, Checks Paid, Controlled Disbursement, EDI, Regional, Returns and Exceptions, Wire Detail, Payment and Template. Each can be customized to create reports tailored to your specific criteria. Examples of reports using standard and customized formats (tailored to show specific information) are provided on the following pages. Page 344 of 638 J.P. Morgan Access® Sample Reports Guide 4 2 3 4 1 Table of Contents A Quick Tour of Reports Ten master formats form the foundation of the Access reporting capability. Each format can be customized to create reports tailored to your specific needs. Balance and Transaction Includes top-line balance and transaction summaries, detailed transaction records and time-specific data. Available for current-day, previous-day and date-range periods. 34TBalance and Transaction Account Report ..................................................................................................... 634T 34TBalance and Transaction Summary and Detail Report ................................................................................. 734T 34TBalance and Transaction Summary and Detail Report with Originated ACH Item Reconciliation ................ 834T 34TBalance and Transaction Summary Report .................................................................................................. 934T 34TBalance and Transaction Detail Report34T ..................................................................................................... 10 34TBalance and Transaction Location Report34T ................................................................................................. 11 Checks Paid Includes detailed information about checks paid by date. 34TChecks Paid Report - Date34T .......................................................................................................................... 12 Controlled Disbursements Provides interim and final presentments and funding across all or selected disbursement sites, offering summary and detailed information. 34TControlled Disbursement Summary and Detail Report .............................................................................. 1334T 34TControlled Disbursement Summary Report ............................................................................................... 1434T 34TControlled Disbursement Detail Report ..................................................................................................... 1534T EDI Provides detailed remittance and invoice information for electronic receivables or payments for a specific settlement date in Adobe® PDF or ANSI X12 820 formats. 34TEDI Payments with Invoices Report ............................................................................................................ 1634T 34TEDI Payments Report .................................................................................................................................. 1734T Page 345 of 638 J.P. Morgan Access® Sample Reports Guide 5 9 10 8 5 6 7 Regional Reports designed for specific regional branches and their unique information needs. Only available for Asia based and other select accounts. 34TCheck Status Report ................................................................................................................................... 1834T 34TCheck Draft Collections Report .................................................................................................................. 1934T 34TDirect Debit Report ..................................................................................................................................... 2034T 34TPost Dated Check Report ............................................................................................................................ 2134T 34TStandard Collections Report ...................................................................................................................... 2234T 34TWithholding Tax Report.............................................................................................................................. 2334T Returns and Exceptions Provides a detailed view of your return items, including check returns, ACH returns and ACH Notification of Change (NOC). 34TReturns and Exceptions Report ................................................................................................................. 2434T Transaction Detail Report - Interactive Provides list view of transactions with several interactive features to customize the report in your way. Report also produces charts on transactions. 34TTransaction Detail Report - Interactive .................................................................................................... 2534T Wire Detail Provides incoming and outgoing wire transaction information for Fedwire, CHIPS, SWIFT and Book Transfer, with complete advice-level detail. This report is also available by account. 34TWire Detail Report - Date ........................................................................................................................... 2634T Payment Provides payment transaction (wire, ACH and account transfer) information for current, pending and completed transactions originated by your company. 34TPayment Summary Report.......................................................................................................................... 2734T 34TPayment Detail Report ................................................................................................................................ 28 Template Provides payment template information for all payment types by account. Transactions are displayed for each account separately. 34TTemplate Summary Report ......................................................................................................................... 2934T 34TTemplate Detail Report ............................................................................................................................... 3034T Page 346 of 638 J.P. Morgan Access® Sample Reports Guide 6 1 Provides a detailed view of balance and transactions by account. Balance and Transaction Account Report Page 347 of 638 J.P. Morgan Access® Sample Reports Guide 7 1 Provides a summary and detailed view of balance and transactions by date. Balance and Transaction Summary and Detail Report Page 348 of 638 J.P. Morgan Access® Sample Reports Guide 8 1 Provides batch and detail level information for originated ACH transactions (Please contact your J.P. Morgan representative to learn more and to be setup on this service. Provided this service is setup for your account, user will need to select “Include ACH Originated Items” in Data and Display tab in Create a new report format screen). Balance and Transaction Summary and Detail Report with ACH Batch Detail Balance and Transaction Summary and Detail with Originated ACH Item Reconciliation Page 349 of 638 J.P. Morgan Access® Sample Reports Guide 9 1 Provides a summary view of balances by date. Balance and Transaction Summary Report Page 350 of 638 J.P. Morgan Access® Sample Reports Guide 10 1 Provides a detailed view of transactions by date. Balance and Transaction Detail Report Page 351 of 638 J.P. Morgan Access® Sample Reports Guide 11 1 Provides a detailed view of balance and transactions by location. Balance and Transaction Location Report Page 352 of 638 J.P. Morgan Access® Sample Reports Guide 12 2 Provides a detailed view of checks paid by date. Checks Paid Report - Date Page 353 of 638 J.P. Morgan Access® Sample Reports Guide 13 3 Provides a funding summary and details for controlled disbursement accounts. Controlled Disbursement Summary and Detail Report Page 354 of 638 J.P. Morgan Access® Sample Reports Guide 14 3 3 Provides a funding summary for controlled disbursement accounts. Controlled Disbursement Summary Report Controlled Disbursement Summary Report Page 355 of 638 J.P. Morgan Access® Sample Reports Guide 15 3 Provides paid check details for controlled disbursement accounts. Controlled Disbursement Detail Report Page 356 of 638 J.P. Morgan Access® Sample Reports Guide 16 4 Provides detailed remittance and invoice information for electronic receivables or payments for a specific settlement date in Adobe® PDF or ANSI X12 820 (text) formats. EDI Payments with Invoices Report Page 357 of 638 J.P. Morgan Access® Sample Reports Guide 17 4 Provides summary of remittance information for electronic receivables or payments for a specific settlement date in Adobe® PDF format. EDI Payments Report Page 358 of 638 J.P. Morgan Access® Sample Reports Guide 18 5 Provides the status and other information for issued checks and drafts. Only available for Asia based and other select accounts. Regional Report – Check Status Page 359 of 638 J.P. Morgan Access® Sample Reports Guide 19 5 Provides the detailed information on paper collection items. Only available for Asia based and other select accounts. Regional Report – Check Draft Collections Page 360 of 638 J.P. Morgan Access® Sample Reports Guide 20 5 Provides information about direct debit transactions and the status of the transaction. Only available for Asia based and other select accounts. Regional Report – Direct Debit Page 361 of 638 J.P. Morgan Access® Sample Reports Guide 21 5 Provides the status of future dated checks that are warehoused by J.P. Morgan. Only available for Asia based and other select accounts. Regional Report – Post Dated Check Page 362 of 638 J.P. Morgan Access® Sample Reports Guide 22 5 Provides the details of a variety of incoming transactions posted to your J.P. Morgan account. Only available for Asia based and other select accounts. Regional Report – Standard Collections Page 363 of 638 J.P. Morgan Access® Sample Reports Guide 23 5 Provides the detailed information on Taxes withheld on a monthly basis for your J.P. Morgan account. Only available for Thailand based and other select accounts. Regional Report – Withholding Tax Page 364 of 638 J.P. Morgan Access® Sample Reports Guide 24 6 Provides a detailed view of return and exception items, including check returns, ACH returns and ACH Notification of Change (NOC). Asia based accounts will only have electronic transactions-based return information. Returns and Exceptions Report Page 365 of 638 J.P. Morgan Access® Sample Reports Guide 25 7 Provides a highly customizable list view of transactions with dynamic graphic options. Once the Online report is generated, you can customize the report using a host of interactive features and then download the report in PDF or Excel format. Online changes can be saved as a new Customized Report. Transaction Detail Report - Interactive Page 366 of 638 J.P. Morgan Access® Sample Reports Guide 26 8 Provides incoming and outgoing wire transaction information by date for Fedwire, CHIPS, SWIFT and Book Transfer with complete advice-level detail. This report is also available by account. Wire Detail Report - Date Page 367 of 638 J.P. Morgan Access® Sample Reports Guide 27 9 Provides originated payment transaction information at a summary level. Payment Summary Report Page 368 of 638 J.P. Morgan Access® Sample Reports Guide 28 9 Provides originated payment transaction information at a detail level. Payment Detail Report Page 369 of 638 J.P. Morgan Access® Sample Reports Guide 29 10 Provides summary information of the templates created for all payment types by account. Templates are displayed for each account separately. Template Summary Report Page 370 of 638 J.P. Morgan Access® Sample Reports Guide 30 10 Provides detail-level information on the templates created for all payment types. Templates are displayed for each account separately. Template Detail Report Page 371 of 638 Appendix 10 Sample product and service terms and agreements Page 372 of 638 Page 19 of 26 Core Signer Authorization V1.3_09_30_19 What is this form? This form allows the Customer to: • designate officers who manage the Customer’s relationship (Managing Officers), and • provide contact details and an example of each Managing Officer’s signature. This form applies to all Accounts and Services that each Customer has, or in the future may have, with JPMorgan Chase Bank, N.A., and any of its affiliates (the Bank). When first provided, it replaces any prior certificates of incumbency or Customer-level Authorization on file with the Bank Definitions A defined term has the meaning given in the Account Terms unless defined here or the context indicates otherwise. Part 1: Customer If you need to add more entities, Part 1 continues on the last page. Legal name TIN/SSN Organization Government Entity If type is “other”, describe here: Part 2: Managing Officer Managing Officer authorities Customer authorizes each Managing Officer to, on its behalf: • open, maintain or close an Account • enroll in, agree to use or terminate a Service • receive, sign or acknowledge any Items, and Account or Service agreements, notices, terms or documents • order Account payments by paper or electronic means • give or verify an Instruction • endorse Items payable to the Customer • change or withdraw the authority of account signers and Authorized Persons, and • delegate one or more of these authorities in writing. If this section is left blank, then the Certifying Officer will be the only Managing Officer for all Accounts and Services. For a Managing Officer of a Sole Proprietorship, this authorization: • constitutes a durable power-of-attorney appointing each Managing Officer as the Customer’s “Attorney -in-fact,” and • will survive the Customer’s incompetence, incapacity, or disability. Page 373 of 638 Appendix 1 Pricing pro forma Page 374 of 638 Pricing quoted herein is valid for 60 days from the date of this presentation Pro Forma Analysis May 2025 AFP Number of Units Unit Price Charge For Service ACCOUNT SERVICES 1005 - ACCOUNT MAINTENANCE 010000 0 $10.0000 $0.00 1006 - ACCT MAINT-INT 010010 0 $50.0000 $0.00 1008 - ACCT MAINT-INT ADJ BAL 010010 1 $25.0000 $25.00 1010 - STATEMENT CYCLES 010307 1 $0.0000 $0.00 1756 - ONLINE AUDIT CONFIRMATIONS 010630 0 $25.0000 $0.00 7640 - CREDIT POSTED- ELECTRONIC 010101 450 $0.0500 $22.50 7641 - DEBIT POSTED - ELECTRONIC 010100 100 $0.0500 $5.00 8007 - VIRTUAL REFERENCE MAINTENANCE 010040 0 $1.5000 $0.00 Subtotal $52.50 ACH PAYMENTS 5149 - CQP ZELLE TRANSACTION 250101 0 $0.6500 $0.00 7967 - CQP ZELLE DEBIT CARD TRANS 250101 0 $0.6500 $0.00 Subtotal $0.00 AUTOMATED CLEARING HOUSE 1112 - ARC DEBIT ORIGINATED 25010F 0 $0.0350 $0.00 1113 - ARC SWAP OF DATA 251070 0 $0.3000 $0.00 1132 - REMOTE DEPOSIT ACH ITEM 25010F 0 $0.0900 $0.00 1152 - REMOTE DEPOSIT ACH MAINT 250000 0 $20.0000 $0.00 2695 - ACH MAINTENANCE 250000 0 $25.0000 $0.00 2700 - CREDIT ORIGINATED 250101 0 $0.0300 $0.00 2705 - DEBIT ORIGINATED 250100 0 $0.0300 $0.00 2710 - DELETION / REVERSAL - MANUAL 250620 0 $30.0000 $0.00 **2714 - ACH IMPLEMENTATION-DIRECT SEND 251000 0 $1,000.0000 $0.00 2716 - CREDIT RECEIVED 250201 250 $0.0300 $7.50 2717 - DEBIT RECEIVED 250200 250 $0.0300 $7.50 2720 - RETURN ITEM 250302 7 $2.5000 $17.50 2722 - NOTIFICATION OF CHANGE 251070 17 $0.1500 $2.55 2729 - RETURN NOTIFICATION - ONLINE 250400 7 $1.0000 $7.00 2730 - NOTIF OF CHANGE - ONLINE 250400 17 $0.5000 $8.50 2732 - ELOCKBOX FILE PROCESSING 250501 21 $4.0000 $84.00 2740 - RETURN ITEM REDEPOSIT 250310 1 $3.5000 $3.50 2742 - CREDIT ORIGINATED - JPM ACCESS 250101 1,550 $0.0500 $77.50 2744 - DEBIT ORIGINATED - JPM ACCESS 250100 650 $0.0500 $32.50 2746 - JPM ACCESS ACH MAINTENANCE 250000 2 $8.0000 $16.00 2751 - ELOCKBOX RETURN - ELECTRONIC 250302 0 $2.5000 $0.00 2752 - ELOCKBOX NOC - ELECTRONIC 251070 0 $2.5000 $0.00 2753 - DELETION / REVERSAL - ELEC 250620 0 $5.0000 $0.00 2765 - ACH BATCH/FILE PROCESSED 250501 0 $5.0000 $0.00 2796 - ADDENDA RECORD ORIGINATED 250120 5 $0.0300 $0.15 2809 - NOTIF OF CHANGE - EMAIL 251070 17 $0.5000 $8.50 2810 - RETURN NOTIFICATION - EMAIL 250400 3 $1.5000 $4.50 2814 - NOTIF OF CHANGE - TRANSM 251070 0 $3.0000 $0.00 2860 - TRANSACTION BLOCK MAINTENANCE 251050 1 $5.0000 $5.00 2861 - ACH TRANS BLOCK AUTHORIZED ID 251051 46 $0.2500 $11.50 **5488 - ELOCKBOX IMPLEMENTATION 251000 0 $500.0000 $0.00 5489 - ELOCKBOX MAINTENANCE 250000 1 $15.0000 $15.00 5490 - ELOCKBOX TRANSACTION RECEIVED 050300 1,600 $0.0300 $48.00 5491 - ELOCKBOX TRANSACTION REFORMAT 050311 1,629 $0.0000 $0.00 5493 - ELOCKBOX ADDENDA RECEIVED 250220 0 $0.0200 $0.00 5497 - ELOCKBOX TRN REPAIR MAINT 250000 0 $95.0000 $0.00 5498 - ELOCKBOX TRN REPAIR ITEM EDIT 359999 0 $0.5000 $0.00 7629 - ACH POSITIVE PAY EXCEPTION 250670 0 $2.0000 $0.00 8019 - ACH ORIGINATED SAME DAY CREDIT 250101 0 $0.5000 $0.00 8020 - ACH ORIGINATED SAME DAY DEBIT 250100 0 $0.5000 $0.00 8021 - ACH ONLINE SAME DAY CREDIT 250101 5 $0.7500 $3.75 8022 - ACH ONLINE SAME DAY DEBIT 250100 0 $0.7500 $0.00 Subtotal $360.45 BAI/SWIFT/ISO REPORTING 3653 - H2H FILES TRANSMITTED OVER 67 4004ZZ 23 $0.0000 $0.00 3654 - H2H FILES TRANSMIT OVER 500KB 4004ZZ 0 $5.0000 $0.00 6080 - H2H CURRENT DAY MONTHLY SVC 4004ZZ 0 $150.0000 $0.00 6085 - H2H ACCOUNTS REPORTED 4004ZZ 1 $10.0000 $10.00 6093 - H2H CHECK ITEMS REPORTED 400632 700 $0.0500 $35.00 6094 - H2H TRANS DETAIL REPORTED 400632 3,000 $0.0500 $150.00 6095 - H2H NON-CHECK ITEMS REPORTED 400632 800 $0.0500 $40.00 Subtotal $235.00 Service Analysis* Service Description Page 375 of 638 BALANCE BASED CHARGES 35 - BALANCE BASED CHARGES2 000230 1 Balance Based BANKING CENTER SERVICES 1306 - BRANCH CREDITS POSTED 100000 20 $2.5000 $50.00 1316 - BRANCH DEPOSIT-BAGGED COIN 100012 0 $7.5000 $0.00 1317 - BRANCH COIN DEPOSIT FULL BAG 100014 0 $2.0000 $0.00 1318 - BRANCH ORDER - COIN ROLL 100044 5 $0.1500 $0.75 1319 - BRANCH ORDER CURRENCY STRAP 10004A 8 $0.5000 $4.00 1320 - BRANCH DEPOSIT IN NON STD BAG 100012 0 $2.0000 $0.00 1332 - BRANCH DEPOSIT ADJUSTMENT 100500 1 $5.0000 $5.00 1333 - BRANCH ORDER PROCESSED 100040 3 $3.0000 $9.00 7173 - NIGHT DROP CASH VERIFICATION 100000 0 $0.0030 $0.00 7174 - TELLER LINE CASH VERIFICATION 100000 6,700 $0.0070 $46.90 Subtotal $115.65 DEPOSITORY SERVICES 501 - CHECK DEPOSITED-ON US 100220 850 $0.1000 $85.00 513 - CHECK DEPOSITED-TRANSIT 100224 818 $0.1200 $98.16 519 - IMAGE GROUP ONE 100214 0 $0.0400 $0.00 520 - ON-US STANDARD 100210 0 $0.0400 $0.00 521 - IRD PERIOD ONE 100214 0 $0.0400 $0.00 524 - FILE TRANSMISSION REC.- VPN 101321 0 $150.0000 $0.00 526 - IMAGE GROUP TWO 100214 0 $0.0400 $0.00 528 - IMAGE GROUP TWO - TIER 2 100214 0 $0.0400 $0.00 541 - REMOTE DEPOSIT CAPTURE ITEM 101310 0 $0.1500 $0.00 548 - REMOTE DEPOSIT CAPTURE MAINT 101300 0 $50.0000 $0.00 746 - ON US PREMIUM 100210 0 $0.0400 $0.00 748 - ICL DEPOSIT LATE 100200 0 $2.0000 $0.00 751 - IMAGE GROUP ONE - PERIOD TWO 100200 0 $0.0400 $0.00 752 - IMAGE GROUP ONE - PERIOD THREE 100200 0 $0.0400 $0.00 756 - ICL DEPOSIT STANDARD 100200 0 $1.2500 $0.00 757 - IMAGE QUALITY SUSPECT ITEMS 100200 0 $0.2500 $0.00 758 - NON-CONFORMING IMAGE ITEMS 100200 0 $5.0000 $0.00 759 - ICL DEPOSIT EARLY 100200 0 $1.0000 $0.00 760 - ACH ELIGIBILITY TESTING/FILTER 359999 0 $0.0030 $0.00 1390 - REMOTE DEPOSIT CAPTURE MOBILE 101300 0 $1.0000 $0.00 1400 - CREDITS POSTED 010101 200 $0.5000 $100.00 1435 - RETURN ITEM 100400 10 $8.0000 $80.00 1437 - RETURN MULTIPLE LOCATIONS 100430 0 $0.6000 $0.00 1438 - RETURN ALTERNATE ADDRESS 100401 0 $2.5000 $0.00 1439 - RETURN EXPEDITED DELIVERY 100403 0 $1.0000 $0.00 1440 - RETURN PHONE NOTIFICATION 100420 0 $20.0000 $0.00 1441 - RETURN FAX COPY 100415 0 $5.0000 $0.00 1446 - RETURN IMAGE 100415 0 $1.0000 $0.00 1448 - RETURN DETAIL REPORTING 100411 0 $0.3000 $0.00 1449 - RETURN SINGLE ITEM ADVICE 100401 0 $2.0000 $0.00 1450 - RETURN ITEM REDEPOSIT 100402 0 $5.0000 $0.00 1452 - RETURN - EMAIL NOTIFICATION 100415 10 $1.0000 $10.00 Subtotal $373.16 DISBURSEMENT SERVICES 1321 - CHECK CASHING NON-ACCT HOLDER 150501 0 $15.0000 $0.00 2320 - STOP PAYMENT - MANUAL 150420 0 $40.0000 $0.00 2321 - RANGE STOP PAYMENT-ELECTRONIC 150410 0 $50.0000 $0.00 2338 - STOP PAYMENT AUTOMATIC RENEWAL 150412 100 $2.0000 $200.00 2370 - CHECK / DEBIT POSTED 010100 700 $0.1000 $70.00 3470 - CHECK PRINT MAINTENANCE 150040 0 $65.0000 $0.00 **3471 - TS PRNT OUTSRCING SETUP 151880 0 $5,000.0000 $0.00 3472 - CHECK PRINT ITEM-JPM ACCT 151810 0 $0.6500 $0.00 3475 - CHECK PRINTING ADDL PAGE 151830 0 $0.2000 $0.00 3480 - CHECK PRINT INPUT FILE 151800 0 $10.0000 $0.00 3487 - CHECK PRINT POSTAGE 151850 0 $0.5699 $0.00 3488 - CHECK PRINT FOREIGN POSTAGE 151850 0 $1.3388 $0.00 3495 - IMAGE STORAGE PER ITEM 151351 700 $0.0200 $14.00 6618 - CHECK INQUIRY MAINTENANCE 150400 1 $5.0000 $5.00 6625 - EXCEPTION NOTIFICATION - ACCT 150030 1 $5.0000 $5.00 6639 - STOP PAYMENT - ELECTRONIC 150410 10 $5.0000 $50.00 6641 - DATA DOWNLOAD 200306 0 $20.0000 $0.00 7715 - CHECK PRINT DIRECT ENTRY 151810 0 $3.0000 $0.00 7735 - RETURN ITEMS 150320 0 $9.0000 $0.00 7772 - CHECK PRINT ONLINE MAINT 150040 0 $75.0000 $0.00 7773 - CHECK PRINT FILE UPLOAD 151800 0 $10.0000 $0.00 Subtotal $344.00 Page 376 of 638 INT REC & PAY - COLLECT 6158 - REMOTE LOCKBOX CAPTURE MAINT 101300 0 $25.0000 $0.00 6159 - REMOTE LOCKBOX CAPTURE ITEM 101320 0 $0.1000 $0.00 6161 - REMOTE LOCKBOX CAPTURE REJECT 050530 0 $0.5000 $0.00 6872 - REMOTE LOCKBOX CAPTURE MOBILE 101300 0 $1.0000 $0.00 Subtotal $0.00 INT REC & PAY - RECONCILE 6193 - ENTITY MANAGEMENT MAINTENANCE 050400 0 $50.0000 $0.00 6194 - ENTITY ENHANCEMENT 050121 0 $0.0600 $0.00 6200 - SUPPLEMENTAL DATA ENTRY 059999 0 $0.0600 $0.00 6201 - ENTITY RECORD STORAGE 059999 0 $0.0300 $0.00 6810 - REMITTANCE ASSOCIATION MAINT 059999 0 $200.0000 $0.00 6858 - REMITTANCE AUTO-ASSOCIATION 059999 0 $0.1500 $0.00 6859 - REMITTANCE CAPTURED - EMAIL 059999 0 $0.1000 $0.00 Subtotal $0.00 INT REC & PAY - REPORT 6179 - RECEIVABLES MAINT - ONLINE 050005 1 $25.0000 $25.00 6185 - EXTENDED IMAGE STORAGE 050428 0 $0.0050 $0.00 6187 - LONG TERM STORAGE - CHECK 050620 2,600 $0.0200 $52.00 6188 - LONG TERM STORAGE - DOCUMENT 050620 3,200 $0.0200 $64.00 6191 - ALERTS - PER ALERT 011021 0 $1.0000 $0.00 6198 - RECEIVABLES MAIN - REPORTS 05031Z 0 $15.0000 $0.00 6280 - RECEIVABLES MAINT - RETURNS 100416 0 $15.0000 $0.00 6800 - TRANSMISSION MAINT - INBOUND 050400 0 $125.0000 $0.00 6844 - RECEIVABLES PRESENTMENT MAINT 409999 0 $200.0000 $0.00 6846 - LONG TERM STORAGE - PAYMENT 050620 0 $0.0500 $0.00 6852 - TRANSMISSION MAINT - DATA 050400 1 $75.0000 $75.00 6853 - TRANSMISSION PER ITEM - DATA 050401 5,700 $0.0300 $171.00 6854 - RECEIVABLES MAINT - DOWNLOADS 050406 0 $35.0000 $0.00 6855 - TRANSMISSION MAINT - IMAGE 050420 0 $200.0000 $0.00 6856 - TRANSMISSION PER ITEM - IMAGE 050420 0 $0.0600 $0.00 Subtotal $387.00 INTERNATIONAL SERVICES 3941 - DEPOSITED CHECK - CANADIAN 609999 0 $8.0000 $0.00 Subtotal $0.00 JPMORGAN ACCESS 6040 - MONTHLY SERVICE 401000 1 $20.0000 $20.00 6041 - ACCOUNTS REPORTED 40044Z 1 $12.5000 $12.50 6043 - TRANSACTIONS REPORTED - 45 DAY 40066Z 0 $0.0700 $0.00 6044 - TRANSACTIONS REPORTED - 90 DAY 40066Z 0 $0.2000 $0.00 6045 - TRANSACTIONS REPORTED - 1 YEAR 40066Z 0 $0.2800 $0.00 6051 - TRANSACTIONS REPORTED - 2 YEAR 40066Z 1,450 $0.2100 $304.50 6053 - EXTENDED TRANSACTION DETAIL 40066Z 4,700 $0.0000 $0.00 8232 - REPORTING EMAIL DELIVERY 40044Z 0 $0.0000 $0.00 Subtotal $337.00 LIQUIDITY SERVICES 7843 - INVESTMENTS VIA CLIENT ACCESS 999999 1 $0.0000 $0.00 Subtotal $0.00 MANAGED SERVICES 9091 - CONCOURSE MONTHLY SUBSCRIPTION 320000 0 $750.0000 $0.00 9092 - CONCOURSE LIVE AGENT CALL/CHAT 329999 0 $2.7500 $0.00 9093 - CONCOURSE AUTOMATED CALL/CHAT 329999 0 $0.1300 $0.00 9101 - CONCOURSE EXPRESS 320000 0 $350.0000 $0.00 Subtotal $0.00 Page 377 of 638 OTHER CHARGES AND CREDITS 8809 - RESEARCH ADJUSTMENT CREDIT 999999 0 $0.0000 $0.00 8810 - RESEARCH ADJUSTMENT DEBIT 999999 0 $0.0000 $0.00 Subtotal $0.00 OTHER PRODUCT SERVICES 7953 - AVS MICRO DEPOSIT 250101 0 $0.4000 $0.00 7954 - AVS STANDARD 250101 0 $0.4000 $0.00 7990 - INDIVIDUAL VALIDATION - US 329999 0 $0.7500 $0.00 7991 - BUSINESS VALIDATION - US 329999 0 $3.0000 $0.00 8721 - ACCOUNT CONFIDENCE SCORE 450012 0 $1.0000 $0.00 Subtotal $0.00 REAL-TIME PAYMENTS 6890 - RTP ORIGINATED TRANSACTION 350580 0 $1.0000 $0.00 Subtotal $0.00 RECEIPTSTREAM/ENH REC SVCS 2642 - EDI ACCOUNT FEE 300010 0 $50.0000 $0.00 Subtotal $0.00 RECONCILIATION SERVICES 3205 - FULL RECONCILEMENT - PER ITEM 200110 0 $0.0500 $0.00 3207 - FULL RECONCILEMENT - MAINT 200010 0 $50.0000 $0.00 3209 - PARTIAL RECONCILEMENT - MAINT 200020 1 $20.0000 $20.00 3210 - PARTIAL RECONCILIATION-PER ITM 200120 0 $0.0500 $0.00 3228 - PAYEE NAME VERIFICATION 150122 700 $0.0100 $7.00 3262 - POSITIVE PAY MAINTENANCE 150030 1 $0.0000 $0.00 3263 - EXCEPTION ITEM 150300 5 $2.5000 $12.50 3271 - ISSUE INPUT FILE WITH RECON 200201 11 $5.0000 $55.00 3272 - CHECK EXCEPTION RETURN 150320 2 $10.0000 $20.00 3291 - OUTPUT FILE 200301 40 $10.0000 $400.00 3293 - EXCESSIVE ARP REJECTS 200209 0 $2.0000 $0.00 3294 - DATA ENTRY - MANUAL 200209 3 $2.0000 $6.00 3322 - DEPOSIT RECON MAINTENANCE 100600 0 $75.0000 $0.00 3325 - DEPOSIT RECON ITEMS 100610 0 $0.1000 $0.00 3376 - ARP CUSTOM REPORT 200324 0 $35.0000 $0.00 3386 - IMAGE CAPTURE PER ITEM 151351 700 $0.0200 $14.00 Subtotal $534.50 SCANNABLE LOCKBOX 6107 - SNLB SCANNABLE ITEM 050101 2,300 $0.5000 $1,150.00 6108 - SNLB OCR DOCUMENT 050122 2,780 $0.1000 $278.00 6141 - SNLB OCR DOC IMAGE CAPTURE 05011R 2,780 $0.1500 $417.00 6142 - SPECIAL IMAGE HANDLING 05011R 0 $0.2000 $0.00 6209 - SNLB SORT - MANUAL 050113 0 $0.2100 $0.00 6210 - SNLB BALANCING 05011P 2,650 $0.1500 $397.50 6255 - SNLB CREDIT CARD AUTHORIZATION 05013A 0 $2.0000 $0.00 Subtotal $2,242.50 VAULT SERVICES 1310 - VAULT DEPOSIT 100100 220 $1.5000 $330.00 1459 - VAULT DEPOSIT PER $1,000 10011Z 26 $0.8500 $22.10 1461 - VAULT DEPOSIT RECEIPT MAILERS 100154 0 $0.7500 $0.00 1475 - VAULT DEPOSIT ROLLED COIN 100110 0 $0.2000 $0.00 1476 - VAULT ORDER COIN ROLLS 100144 0 $0.1500 $0.00 1477 - VAULT ORDER - COIN ROLL BOX 100146 0 $0.1200 $0.00 1479 - VAULT ORDER COIN BAG LOOSE 100147 0 $3.7500 $0.00 1495 - VAULT STANDARD ORDERS 100141 0 $7.0000 $0.00 1497 - VAULT ORDER CURRENCY STD STRAP 10014A 0 $0.6500 $0.00 1498 - VAULT EXPEDITED SPECIAL ORDERS 100143 0 $30.0000 $0.00 1499 - VAULT ORDER CURR NON STD STRAP 100148 0 $0.0500 $0.00 1506 - VAULT DEP PARTIAL OR MIXED BAG 100111 15 $7.5000 $112.50 1525 - VAULT DEPOSIT STD COIN BAG 100113 3 $2.5000 $7.50 1535 - VAULT ENVELOPE DEPOSIT VERIF 100104 0 $2.0000 $0.00 1617 - VAULT DEPOSIT ADJUSTMENT 100501 1 $5.0000 $5.00 1623 - REMOTE CASH CAPTR DEP PER $1K 100100 0 $0.7500 $0.00 1641 - REMOTE CASH CAPTR PER LOC FEE 100100 0 $100.0000 $0.00 Subtotal $477.10 Page 378 of 638 WHOLESALE LOCKBOX 6101 - LOCKBOX - MAINT 050001 1 $200.0000 $200.00 6102 - WNLB ADDITIONAL DAILY DEPOSIT 050302 1 $25.0000 $25.00 6103 - WEEKEND PROCESSING 050136 0 $50.0000 $0.00 6106 - WHOLESALE ITEM 050100 300 $0.8500 $255.00 6114 - UNPROCESSABLE ITEM 050530 0 $1.0000 $0.00 6115 - NO CHECK ITEM 05011M 3 $0.5500 $1.65 6116 - CHECK CLEARING 10021Z 2,650 $0.1000 $265.00 6117 - INCOMING COURIER PACKAGE 05011P 1 $30.0000 $30.00 6120 - CASH PROCESSING 05013B 0 $11.0000 $0.00 6121 - WNLB CREDIT CARD AUTHORIZATION 05013A 0 $2.0000 $0.00 6126 - CHECK MICR CAPTURE 050121 2,650 $0.0250 $66.25 6127 - DATA CAPTURE 050126 1,800 $0.0160 $28.80 6135 - PAPER DELIVERY PREP 05011L 0 $2.0000 $0.00 6137 - COURIER DELIVERY SERVICE 050413 0 $10.0000 $0.00 6138 - POSTAGE 050410 0 $0.5699 $0.00 6139 - CLOSED PROGRAM VIEWING 050005 0 $100.0000 $0.00 6140 - DOCUMENT IMAGE CAPTURE 05011R 380 $0.1500 $57.00 **6154 - ADDITIONAL PROGRAMMING 050137 0 $150.0000 $0.00 6155 - WNLB SPECIAL PROCESSING MAINT 05011P 0 $100.0000 $0.00 6167 - WNLB >10 ACCEP PAY > 5 UNACCE 050131 0 $1.0000 $0.00 6168 - WNLB 25+ ACCEP PAY 10+ UNACCEP 050131 0 $3.5000 $0.00 6170 - WNLB GROUP/SORTS - COMPLEX 050113 0 $0.6500 $0.00 6171 - WNLB BALANCING 05011P 0 $0.1500 $0.00 6172 - SPECIAL HANDLING OTHER 05011P 0 $1.5000 $0.00 6173 - FORGN ITEMS SENT FOR COLL 050105 0 $10.0000 $0.00 6174 - MULTIPLE DEPOSIT ACCOUNTS 050316 0 $25.0000 $0.00 6245 - DEPOSIT PREPARATION 050301 30 $2.5000 $75.00 6805 - ONLINE DECISION MGR MAINT 050006 0 $250.0000 $0.00 Subtotal $1,003.70 WIRE - U.S. 5822 - ELECTRONIC BOOK DEBIT S/T 350120 1 $3.0000 $3.00 5823 - ELECTRONIC BOOK DEBIT REPAIR 350122 0 $7.5000 $0.00 5824 - ELECTRONIC FED DEBIT S/T 350100 3 $6.0000 $18.00 5825 - ELECTRONIC FED DEBIT REPAIR 350102 0 $17.0000 $0.00 5826 - ELECTRONIC CHIP DEBIT S/T 350110 0 $12.0000 $0.00 5827 - ELECTRONIC CHIP DEBIT REPAIR 350541 0 $17.0000 $0.00 5886 - BOOK CREDIT 350320 1 $3.0000 $3.00 5887 - FED CREDIT S/T 350300 3 $6.0000 $18.00 5888 - FED CREDIT REPAIR 350330 0 $17.0000 $0.00 5889 - CHIPS CREDIT S/T 350300 0 $12.0000 $0.00 5890 - CHIPS CREDIT REPAIR 350330 0 $17.0000 $0.00 5958 - DRAWDOWN BOOK DEBIT 350523 2 $4.0000 $8.00 5980 - ESERVE SDA/SDC USAGE 350580 2 $0.0000 $0.00 Subtotal $50.00 Total Charge for Services $6,512.56 Page 379 of 638 Unit Price 50.0000 Unit Price 0.0000 Flat Charge 25.0000 Unit Price 0.0000 Volume Price 1-3 25.0000 4+10.0000 Unit Price 0.0000 Volume Price 68+5.0000 Unit Price 0.0000 Flat Charge 150.0000 Unit Price 0.0000 Volume Price 1-999 0.4000 1,000-4,999 0.3800 5,000+0.3600 Unit Price 0.0000 Volume Price 1-999 0.4000 1,000-4,999 0.3800 5,000+0.3600 Unit Price 0.0000 Volume Price 1-1,000 0.7500 1,001-5,000 0.7300 5,001+0.7000 Unit Price 0.0000 Volume Price 1-1,000 3.0000 1,001-5,000 2.9000 5,001+2.7500 Unit Price 0.0000 Volume Price 1-499 1.5000 500+0.7500 Unit Price 0.0000 Flat Charge 50.0000 Volume Price 101+1.0000 Unit Price 0.0000 Volume Price Flat 1-500 750.0000 Y 501-1,000 1000.0000 Y 1,001-3,000 1500.0000 Y 3,001-6,500 3000.0000 Y 6,501+5000.0000 Y REPORTING EMAIL DELIVERY 8232 Tiered CONCOURSE MONTHLY SUBSCRIPTION 9091 Ranged CONCOURSE EXPRESS 9101 H2H CURRENT DAY MONTHLY SVC 6080 AVS MICRO DEPOSIT 7953 AVS STANDARD 7954 Ranged INDIVIDUAL VALIDATION - US 7990 Ranged Additional Pricing Detail FILE TRANSMISSION REC.- VPN 524 OUTPUT FILE 3291 Ranged H2H FILES TRANSMITTED OVER 67 3653 Tiered BUSINESS VALIDATION - US 7991 Ranged VIRTUAL REFERENCE MAINTENANCE 8007 Ranged Pro forma Notes, Assumptions & Disclaimers ONLINE AUDIT CONFIRMATIONS 1756 Ranged Page 380 of 638 Unit Price 0.7000 Min Charge 350.0000 * Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above. Service codes with volume indicate previous activity on the City's account. ** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis. 2 Balance-based charge calculation (monthly): Average positive ledger balance x charge rate (13bps) x number of calendar days in the month / actual number of days in the year. Page 381 of 638 Appendix 2 Required Services Pricing worksheet Page 382 of 638 -17- Required Services Pricing Monthly Volume Unit Price Monthly Cost Account Services Account Maintenance 1 Debits Posted – Electronic 100 Credits Posted – Other 450 Banking Center Services Branch Credits Posted 20 Teller Line Cash Verification 6,700 Branch Order Currency Strap 8 Branch Order Processed 3 Branch Order – Coin Roll 5 Vault Services Vault Deposit 220 Vault Deposit Partial or Mixed Bag 15 Vault Deposit Adjustments 1 Lockbox Services Lockbox Maintenance 1 Wholesale Item 300 No Check Item 3 Document Image Capture 380 Check MICR Capture 2,650 Data Capture 1,800 Deposit Preparation 30 Check Clearing 2,650 25.0000 0.05000 0.05000 2.50000 0.00700 0.50000 3.00000 0.15000 1.50000 7.50000 5.00000 200.000 0.85000 0.55000 0.15000 0.02500 0.01600 2.50000 0.10000 25.000 5.0000 22.500 50.000 46.900 4.0000 9.0000 0.7500 330.00 112.50 5.0000 200.00 255.00 1.6500 57.000 66.250 28.800 75.000 265.00 Page 383 of 638 -18- Scannable Lockbox Item 2,300 Scannable Lockbox Balancing 2,650 Scannable OCR Doc Image Capture 2,780 Scannable OCR Document 2,780 Depository Services Credits Posted 200 Check Deposited 850 Return Item 10 Return Item Email Notification 10 Disbursement Services Check/Debit Posted 700 Exception Notification 1 Check Inquiry Maintenance 1 Stop Payment – Electronic 10 Stop Payment Automatic Renewal 100 Image Storage Per Item 700 Reconciliation Services Positive Pay Maintenance 1 Payee Name Verification 700 Exception Item 5 Image Capture Per Item 700 Partial Reconcilement- Maintenance 1 Issue Input File with Recon 11 Data Entry – Manual 3 Output File 40 0.50000 0.15000 0.15000 0.10000 0.50000 0.10000 8.00000 1.00000 0.10000 5.00000 5.00000 5.00000 2.00000 0.02000 0.00000 0.01000 2.50000 0.02000 20.0000 5.00000 2.0000 10.000 1,150.0 397.50 417.00 278.00 100.00 85.00 80.000 10.000 70.000 5.0000 5.0000 50.000 200.00 14.000 0.0000 7.0000 12.500 14.000 20.000 55.000 6.0000 400.00 Page 384 of 638 -19- Wire Services – US Electronic Fed Debit S/T 3 Drawdown Book Debit 2 Automated Clearing House Services ELockbox Transaction Received 1,600 Online portal access ACH Maintenance 2 Debit Originated via Portal 650 Credit Originated via Portal 1,550 ACH Online Same Day Credit 5 Debit/Credit Received 500 Return Item 7 Return Notification 7 ELockbox File Processing 21 Transaction Block Maintenance 1 ACH Transaction Block Authorized ID 46 Online Portal Services Accounts Reported 1 Transactions Reported – 2 Year 1,450 Extended Transaction Detail 4,700 Monthly Service 1 BAI/SWIFT/ISO Reporting Services H2H Files Transmitted Over 67 23 H2H Accounts Reported 1 H2H Check Items Reported 700 H2H Transaction Detail Reported 3,000 6.0000 4.0000 0.0300 8.0000 0.0500 0.0500 0.7500 0.0300 2.5000 1.0000 4.0000 5.0000 0.2500 12.5000 0.21000 0.00000 20.0000 0.00000 10.0000 0.05000 0.05000 18.00 8.000 48.000 16.000 32.500 77.500 3.7500 15.000 17.500 7.0000 84.000 5.0000 11.500 12.500 304.50 0.0000 20.000 0.0000 10.000 35.000 150.00 Page 385 of 638 -20- H2H Non-Check Items Reported 800 Int Rec & Pay Services Receivables Maint – Online 1 Transmission Maint – Data 1 Transmission Per Item – Data 5,700 Long Term Storage – Check 2,600 Long Term Storage – Document 3,200 0.05000 25.0000 75.0000 0.03000 0.02000 0.02000 40.000 25.000 75.000 171.00 52.000 64.000 Page 386 of 638 The City of San Luis Obispo is committed to including disabled persons in all of our services, programs and activities. Telecommunications Device for the Deaf (805) 781-7410. Notice Requesting Proposals for Banking Services FIN-BS-01 The City of San Luis Obispo is requesting proposals for banking services pursuant to specification No. FIN- BS-01. All firms interested in receiving further correspondence regarding this Request for Proposals (RFP) will be required to complete a free registration using BidNet Direct (www.bidnetdirect.com/). All proposals must be received via BidNet Direct by June 4, 2025, at 3 p.m., when they will then be opened electronically via BidNet Direct on the proposal end date and time. The preferred method for bid submission is electronic via BidNet Direct. However, if you wish to submit a paper copy, please submit it in a sealed envelope plainly marked “Proposal for Banking Services,” to the Department of Finance, at 990 Palm Street, San Luis Obispo, CA, 93401, at or before 3pm on [DATE] Project packages and additional information may be obtained at the City’s BidNet Direct website at www.BidNetDirect.com. For technical help with BidNet Direct please contact BidNet Direct tech support at 800-835-4603. Page 387 of 638 TABLE OF CONTENTS INTRODUCTION………………………………………………………………………………………………………………………………….1 SCOPE OF WORK………………………………………………………………………………………………………………………………..1 QUALIFYING REQUIREMENTS…………………………………………………………………………………………………………….3 FINANCIAL INSTITUTION PROFILE………………………………………………………………………………………………………3 STAFFING…………………………………………………………………………………………………………………………………………..3 BANKING SERVICES……………………………………………………………………………………………………………………………4 REPORTING……………………………………………………………………………………………………………………………………….7 PRICING…………………………………………………………………………………………………………………………………………….7 OPTIONAL SERVICES………………………………………………………………………………………………………………………….7 ADDITIONAL SERVICES………………………………………………………………………………………………………………………8 CONVERSION…………………………………………………………………………………………………………………………………….8 EVALUATION OF PROPOSALS…………………………………………………………………………………………………………….8 PROJECT SCHEDULE…………………………………………………………………………………………………………………………..9 GENERAL TERMS AND CONDITIONS………………………………………………………………………………………………….9 CONTRACT PERFORMANCE………………………………………………………………………………………………………………10 SPECIAL TERMS AND CONDITIONS……………………………………………………………………………………………………11 PROPOSAL SUBMITTAL SUMMARY…………………………………………………………………………………………………..13 REFERENCES……………………………………………………………………………………………………………………………………..14 STATEMENT OF PAST CONTRACT QUALIFICATIONS………………………………………………………………………… 15 REQUIRED SERVICES PRICING………………………………………………………………………………………………………….17 EXHIBIT A – FORM OF AGREEMENT AND INSURANCE Page 388 of 638 -1- A. INTRODUCTION The City of San Luis Obispo (City) is seeking proposals from qualified financial institutions to provide comprehensive banking services and related financial services. Currently, the City's general banking and merchant services are provided by JP Morgan. The financial institution must be incorporated under the laws of the State of California or of the United States, with an office/deposit location within the City limits. The City is a "charter city" incorporated on February 19, 1856. It is located in San Luis Obispo County and has an estimated population of 45,000. The Council is comprised of five elected citizens and the City Manager is the City's chief executive. The City currently has 470 regular employees and may employ over 200 temporary employees on a seasonal basis. For fiscal year 2025-2026, the City has proposed a budget of approximately $200 million, which includes capital expenditures of approximately $50 million. The City's primary objective is to evaluate the current market environment for banking services, and establish a new contract with a financially secure bank that best meets the City's needs and offers the highest quality of service at the lowest cost. The City intends to maintain all commercial banking services with one financial institution institution to improve our banking, cash management, and customer services capabilities without sacrificing internal controls, especially in areas of account reconciliation, direct deposit, and positive pay, ACH and other electronic transactions. However, the City reserves the right to award multiple banking services contracts if it is deemed in the City's best interest to do so. The City will endeavor to administer the proposal process by the terms and dates outlined in this RFP; however, the City reserves the right to modify the activities, timeline, or any other aspect of the process at any time, as deemed necessary by City staff. By requesting proposals, the City is not obligated to award a contract or pay the expenses of proposing financial institutions in connection with preparing or submitting a proposal. The awarding of any contract will be contingent on the availability of funds and the requisite staff and Council approvals. The decision to award any contract will be based on various factors listed under Section XI - Evaluation of proposals and negotiations. The city is interested in business with banking professionals dedicated to the government market. No single factor will determine the final award decision. B. SCOPE OF WORK 1. Establish a general account and a sweep account as may be necessary to meet the banking requirements of the City. 2. Bank must be qualified depository for public fund pursuant to the applicable State of California codes. All balances must be collateralized through the pool collateral system required under the Page 389 of 638 -2- 3. Disburse funds via repetitive wire transfers or ACH upon either telephone or online request of an authorized person under best accounting internal control practices 4. Accept and send ACH transactions and provide online notification of ACH deposits within 24 hours. 5. Accept and send other electronic deposits including, but not limited to, image cash letter files created by the City remittance processing software and the City utility billing website payment processor. 6. Process direct deposit of employee payroll bi-weekly. Approximately 600 of the City employees receive their payroll via direct deposit. 7. Provide consolidated deposits for customer payments made through online bill payment providers. Provide a single file of these payments to the City for posting through direct integration with current and future accounts receivable systems. 8. Provide credit card merchant services. 9. Provide full account reconcilement, positive pay services, electronic fraud protection, electronic deposits and disbursements. 10. Accept deposits at vault locations and at local branch if necessary. 11. Provide armored car services. Courier pick-ups at City Hall shall be made no earlier than 11 :00 a.m. to allow sufficient time for the preparation of the deposit, and no later than required to ensure proper credit to the City's account on that day. 12. Provide deposit slips, deposit bags and coin wrappers free of charge to the City's Finance Department. 13. Provide coin counting and bagging services for parking meter collections. 14. Process State of California Local Agency Investment Fund transfers and receives electronic funds payments for deposit of other State and county apportionments. 15. Provide automated account reconcilement reporting services for City accounts. Available information should include, but not be limited to: closing ledgers, closing collected, opening ledgers, opening collected, float, previous day debit, and credit details (including bankcard deposits, sweep transfers, and ACH credit and debit detail). 16. Provide online access to account information, cleared checks, and automated stop payment. 17. Provide monthly activity and account analysis statements and reports for all accounts. The statement cutoff should be the last day of the month. Statements must be sent no later than the 10th of the following month. 18. Provide a quarterly review of the City's account balances and opportunities to improve the City's cash management, to be held at the City Offices. Page 390 of 638 -3- C. Qualifying Requirements 1. Be a federally or State of California chartered financial institution. 2. Be a member of the Federal Reserve System and have access to all services. 3. Be a qualified depository for public funds. 4. Be a full-service bank in good standing among other comparable banks. 5. Be capable of providing the services sought by the City. 6. Have an established office within the City limits. 7. Agree to assign experienced and dedicated staff who are committed and capable of servicing the City's accounts. 8. Be in compliance and good standing with the Community Reinvestment Act. 9. Be sufficiently capitalized to accommodate the City's cash/investment management needs. D. Required Services Interested vendors must provide the following information to the City to be considered a viable candidate for this contract: E. Financial Institution Profile 1. Provide a general overview of financial institution, customer service philosophy, and identification of the primary office or branch that the City will be assigned to and where the City will conduct its banking business. 2. Describe the financial institution's experience in providing similar services for other public clients. Please include the number of public agency clients, the dollar amount of public funds on deposit, and financial institution's knowledge of and adherence to the California Government Code and other applicable laws. F. Staffing 1. Provide resumes of financial institution officers that will be directly involved in the management of the City account; who the primary contact will be; and what, if any, experience these officers have in working with public clients, including the number of years with the proposer's bank. 2. Describe your bank policy on changing the primary contact person on an account Page 391 of 638 -4- G. Banking Services 1. Describe the financial institution's ability to provide the banking services described in Section III, Scope of Services, above and to what extent, if any, the service is automated. 2. Describe how interest will be calculated and credited on all accounts. Be specific. 3. What is the ledger cutoff time for deposits at the financial institution's local branch and at the financial institution's Processing Center? What time would the financial institution propose to schedule the daily courier collection to ensure the deposits meet this deadline? 4. Describe in detail the financial institution's procedures for handling deposit adjustments. What documentation on discrepancies does the financial institution provide? Is the documentation different for cash deposits and check deposits? What is the minimum adjustment amount? How soon would support documentation of a deposit discrepancy be provided to the City? 5. Describe the financial institution's returned item handling and notification procedures. Is an automatic re-clearing option available? How long does it take for returned items to be sent to the City? What is the notification process? 6. Describe the financial institution's stop payment service and features. Can stop payments be entered online? How long is a stop payment effective? 7. Provide a copy of the availability schedule that would apply to deposits into the City accounts. 8. List the address of all branch offices in the City's vicinity. 9. Provide a list of the financial institution's holidays. 10. Describe how the financial institution will collateralize the City deposits. 11. Provide a detailed description of the controls in place to ensure the integrity of the funds transfer system. 12. Describe the types and amounts of insurance and bonding carried. 13. Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's treasury management operations. 14. Does the financial institution guarantee payment of all items even if it results in the account being overdrawn temporarily for the day? If not, what fees will be charged for such services. 15. Does the financial institution have the ability to confirm the clearing status of a check as an online service? 16. Describe how to receive copies of paid items. How long does it take to obtain a copy of a paid check? Is this service available online? Page 392 of 638 -5- 17. Does the financial institution offer online imaging service? If so, please describe the service, the costs associated with this service and how long images are available online. 18. The City collects and deposits parking meter coin. The coin is picked up by the bank's armored car service three times per week, transported to the bank's central cash vault, counted and deposited into the City general checking account. • Does the financial institution offer a coin counting and deposit service? • Please describe the process. • What is the charge for this service? 19. The City transacts State of California Local Agency Investment Fund (LAIF) transfers on a regular basis and receives electronic funds payments for deposit of various State and county apportionments. • Is the financial institution an approved State of California depository? If so, provide documentation to demonstrate the necessary authority to serve as the City's treasury and provide banking services in this RFP. • What is the charge per transfer to LAIF? From LAIF? • Please describe the LAIF transfer process. Are the transfers done by telephone, terminal (ACH), wire transfer, etc.? • Does the financial institution have an office in Sacramento that maintains a direct DDA banking relationship with the State Treasurer's Office and the State Controller's Office? 20. Direct Deposit of Payroll is currently in place, with the majority of the City's employees participating. The payroll files are transmitted by the City for paydays that occur on every other Thursday, except on holiday weeks. • Please describe the financial institution's ACH and Direct Deposit service in detail. • What are the different ACH file transmission options available to the City? • What are the transmission deadlines for Direct Deposit ACH files? When (day and time) does the financial institution need the file from the City, and when specifically, are funds debited from the City's account? • Please describe in detail the financial institution's back-up plans for data transmissions. The City requires immediate notification of any changes or problems and the ability to re-send a file or to delete a file. • What screening measures does the financial institution use to minimize errors on files sent to you i.e., pre-notes, ABA screening, etc.? 21. The City currently accepts Visa, MasterCard and Discover credit/debit card payments through fourteen terminals. • Please describe the financial institution's Bankcard and Point-of-Sale processing capabilities. • What authorization methods do you support and which do you recommend? • Please quote a discount rate and all other applicable charges for the credit card processing described above. Quote rates for both swiped and non-swiped transactions. • What are the fees associated with debit card transactions? • How is the applicable interchange fee determined for each transaction? What does the financial institution recommend to minimize interchange fees? • Provide a detailed rate and fee structure with breakdown of all the fees, including bank and association charges. • What type of online reporting services are provided and how are adjustments and charge backs are handled? Are charge backs and other debit adjustments netted from daily proceeds Page 393 of 638 -6- or debited separately? Is the discount fee refunded when a charge back or refund occurs? What is the rebuttal process? • When and how will the City receive funds for each day's transactions? Is settlement by ACH or Fed Wire? Are settlement amounts listed separately on the bank statement, or will they appear as one lump sum? Will the financial institution break out settlement amounts by merchant location? • Is the bankcard relationship managed by a separate unit of the financial institution, or by the Account Relationship Manager? Please briefly describe the structure of this area. • What is the cost if new equipment is required? If new hardware is required, provide estimates and outline ongoing responsibility for maintaining any required hardware. 22. The City Utility Billing and Business Licenses operations currently have several automated processes for processing payments and making deposits including credit card and e-check payments on the City website, payment through other online bill payment providers initiated by the customer, automatic ACH payments, payment via lockbox • Please describe the financial institution's ACH service in detail. • What are the different ACH file transmission options available to the City? • What are the transmission deadlines for Direct Deposit ACH files? When (day and time) does the financial institution need the file from the City, and when specifically, are funds credited to the City's account and debited from customer accounts? • How does the financial institution handle transmission of online bill payments? • Does the financial institution have any limitations in working and accepting deposits from third party payment processors? • Does the financial institution accept image cash letter files for deposit? Briefly describe what is required in terms of paper check storage and retention. 23. The City requires assurance of ability to provide financial services in the event of a major emergency and during the disaster recovery period. • Describes in detail the bank's compliance with state and federal regulations pertaining to this area. • Describe testing of core services applications and systems that assure information backup, anti-intrusion and other privacy requirements. • Describe operational diversification and geographical dispersal of service Centers. Other Services/Options • Please describe the security measures in place to protect against fraudulent activity? For example, who administers access/rights/permissions to the banking system? Do you require 2FA or MFA for online logins? How many levels of authorization are required to process payment requests? Who is able to request new services, such as new merchant accounts or additional banking services? What are your file transmission security requirements Are customers able to manage ACH Debit/Credit ID’s themselves? • Please describe your process for submitting checks for positive pay and for clearing positive pay exceptions? • Do you provide a physical payment lockbox option? Can you please describe how the City would receive and process the file and refund or correct erroneous payments? • What other options are available to receive payment, such as elockbox or electronic bill payments? Is this a third party processor or in-house? Page 394 of 638 -7- • Does your institution offer any integration capability with the City’s ERP financial system (Oracle Fusion Cloud) for purposes of sending positive pay files or receiving bank statements? Potential Future Enhancements The City currently does not have these services, but could potentially implement them within the contract period. Would you be able to respond to these potential future enhancements and provide cost associated with each? • Do you offer a check print service where you would print and mail checks on our behalf? Weekly AP checks (average 130 checks, $1.5M) Bi-Weekly payroll (average 20 checks) • Do you offer image cash letter capabilities, where we scan our checks and submit a secured image file? Could we upload multiples files per day from multiple locations? • Do you offer vendor payments via virtual credit cards? H. Reporting Describe the frequency and format of reports that you would provide to the City and include sample reports and records. I. Pricing and Account Analysis 1. Provide the proposed prices for the list of basic banking services on the Required Services Pricing worksheet. Itemize any other charges that would apply to these accounts. 2. Does the City have the option of compensating your bank on either a fee or balance basis? Is the price the same for either option? If not, what is the difference? If on a fee basis, can excess balances be used to partially offset activity charges? 3. Please describe the procedures used to make an adjustment to bank statements and to assure a corresponding adjustment to account analysis statement. How is the adjustment handled if the analysis period has already ended? 4. How is your earnings credit determined, adjusted and applied? Please include in your explanation the impact of your reserve requirement, your formula for converting service charges to balance requirements, and a listing of your earning credits and reserve requirements. 5. Describe the bank's policies concerning daylight overdrafts and what, if any, impact these policies may have on the management of the City's accounts. 6. Is the bank willing to guarantee the proposed fee for the entire term of the contract? If no , how long are the fees guaranteed? J. Optional Services In addition to those listed in Section III, Scope of Services, there are services the City may desire to use depending on the availability, quality and price of the service offered. Proposals are not required to address optional services in order to be considered an acceptable proposal. Final selection, however, of Page 395 of 638 -8- the successful proposal may be based on the ability of the banking institution to provide these services at an acceptable price as determined by the City. 1. Free or reduced price accounts and other banking services for City employees 2. Electronic accounts payable processing. K. Additional Services There are services not otherwise identified in the City's RFP that the proposer may offer to the City. Proposals are not required to address any additional services in order to be considered an acceptable proposal. However, final selection of the successful proposer may be based on the desirability and cost of the additional services offered. L. Conversion 1. Describe a conversion plan to transfer assets of the City to your financial institution. 2. What lead-time do you expect will be necessary before the conversion begins? 3. Indicate your plans for educating and training the City employees in the use of your systems, and for providing support after the implementation. M. Evaluation of Proposals Proposal Evaluation and Selection. Proposals will be evaluated by a review committee based on the following criteria: 1. Understanding of the work required by the City. 2. Quality, clarity and responsiveness of the proposal. 3. Demonstrated competence and professional qualifications necessary for successfully performing the work required by the City. 4. Recent experience in successfully performing similar services. 5. Ability to provide evolving technologies, products and services. 6. Reliability and quality of customer service. 7. Financial strength and capitalization. 8. Commitment to the government market. 9. Proposed approach in completing the work. 10. References. 11. The background and related experience of the specific individuals assigned to this project. 12. Proposed compensation. After evaluating the proposals and discussing them further with the finalists or the tentatively selected contractor, the City reserves the right to further negotiate the proposed work and/or method and amount of compensation. Page 396 of 638 -9- Contract award will be based on a combination of factors that represent the best overall value for completing the scope of work as determined by the City, including: the written proposal criteria described above; results of background and reference checks; results from the interviews and presentations phase; and proposed compensation. N. Project Schedule Preliminary Schedule Tasks Release RFP • May 5, 2025 Question Deadline • May 28, 2025 RFP Closes • June 4, 2025 Evaluation of Proposals • June 4 – 20, 2025 Interviews • June 16 – 20 , 2025 Award Bid • By July 31, 2025 O. General Terms and Conditions PROPOSAL REQUIREMENTS 1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall meet all the terms, and conditions of the Request for Proposals (RFP) project package. By virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all provisions of the RFP specifications. 2. Proposal Submittal. Each proposal must be submitted on the form(s) provided in the specifications and accompanied by any other required submittals or supplemental materials. Proposal documents shall be submitted electronically via BidSync. However, if you can’t submit electronically in BidSync., please email a copy to the contacts listed in the RFP package, if you can’t email it, please send a copy in a sealed envelope to the Department of Finance, City of San Luis Obispo, 990 Palm Street, San Luis Obispo, CA, 93401. To guard against premature opening, the proposal should be clearly labeled with the proposal title, project number, name of bidder, and date and time of proposal opening. No FAX sub33mittals will be accepted. 3. Insurance Certificate. Each proposal must include a certificate of insurance showing: a. The insurance carrier and its A.M. Best rating. b. Scope of coverage and limits. c. Deductibles and self-insured retention. The purpose of this submittal is to generally assess the adequacy of the bidder’s insurance coverage during proposal evaluation; as discussed under paragraph 12 below, endorsements are not required until contract award. The City’s insurance requirements are detailed in Exhibit C to the Agreement (Exhibit A to the RFP) 4. Proposal Quotes and Unit Price Extension. The extension of unit prices for the quantities indicated and the lump sum prices quoted by the bidder must be entered in figures in the spaces Page 397 of 638 -10- provided on the Proposal Submittal Form(s). Any lump sum bid shall be stated in figures. The Proposal Submittal Form(s) must be totally completed. If the unit price and the total amount stated by any bidder for any item are not in agreement, the unit price alone will be considered as representing the bidder’s intention and the proposal total will be corrected to conform to the specified unit price. 5. Proposal Withdrawal and Opening. A bidder may withdraw its proposal, without prejudice prior to the time specified for the proposal opening, by submitting a written request to the Director of Finance for its withdrawal, in which event the proposal will be returned to the bidder unopene d. No proposal received after the time specified or at any place other than that stated in the “Notice Inviting Bids/Requesting Proposals” will be considered. All proposals will be opened and declared publicly. Bidders or their representatives are invited to be present at the opening of the proposals. 6. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to make or file, or to be interested as the primary submitter in more than one proposal, except an alternative proposal when specifically requested; however, an individual or business entity that has submitted a sub-proposal to a bidder submitting a proposal, or who has quoted prices on materials to such bidder, is not thereby disqualified from submitting a sub-proposal or from quoting prices to other bidders submitting proposals. 7. Communications. All timely requests for information submitted in writing will receive a written response from the City. Telephone communications with City staff are not encouraged but will be permitted. However, any such oral communication shall not be binding on the City. 8. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of 60 days for examination and comparison. The City also reserves the right to waive non-substantial irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a proposal and accept the other, except to the extent that proposals are qualified by specific limitations. See the “special terms and conditions” in Section C of these specifications for proposal evaluation and contract award criteria. 9. Competency and Responsibility of Bidder. The City reserves full discretion to determine the competence and responsibility, professionally and/or financially, of bidders. Bidders will provide, in a timely manner, all information that the City deems necessary to make such a decision. 10. Contract Requirement. The bidder to whom award is made (Contractor) shall execute a written contract with the City within ten (10) calendar days after notice of the award. The contract shall be made in the form adopted by the City and incorporated in these specifications. P. CONTRACT PERFORMANCE 11. The City’s contract terms and conditions that Contractor will be expected to execute and be bound by are attached hereto as Exhibit A. Page 398 of 638 -11- Q. Special Terms and Conditions 1. Contract Award. The contract will be awarded to the most qualified bidder that, in the City’s sole discretion in accordance with the Proposal Evaluation and Selection criteria set forth herein (if applicable), provides the best proposal. 2. Sales Tax Reimbursement. For sales occurring within the City of San Luis Obispo, the City receives sales tax revenues. Therefore, for bids from retail firms located in the City at the time of proposal closing for which sales tax is allocated to the City, 1% of the taxable amount of the bid will be deducted from the proposal by the City in calculating and determining the most qualified lowest cost bidder. 3. Labor Actions. In the event that the successful proposer is experiencing a labor action at the time of contract award (or if its suppliers or subcontractors are experiencing such a labor action), the City reserves the right to declare said proposer is no longer the most qualified, responsive proposer and to accept the next acceptable proposal from a proposer that is not experiencing a labor action, and to declare it to be the most qualified, responsive proposer. 4. Failure to Accept Contract. The following will occur if the proposer to whom the award is made (Contractor) fails to enter into the contract: the award will be annulled; any bid security will be forfeited in accordance with the special terms and conditions if a proposer's bond or security is required; and an award may be made to the next lowest responsible, responsive proposer who shall fulfill every stipulation as if it were the party to whom the first award was made. 5. Contract Term. The supplies or services identified in this specification will be used by the City for 10 years. The prices quoted for these items must be valid for the entire period indicated above unless otherwise conditioned by the proposer in its proposal. 6. Contractor Invoices. The Contractor may deliver either a monthly invoice to the City with attached copies of detail invoices as supporting detail, or in one lump-sum upon completion. 7. Non-Exclusive Contract. The City reserves the right to purchase the items listed in the Detail Proposal Submittal Form, as well as any supplemental items, from other vendors during the contract term. 8. Unrestrictive Brand Names. Any manufacturer's names, trade names, brand names or catalog numbers used in the specifications are for the purpose of describing and establishing general quality levels. Such references are not intended to be restrictive. Proposals will be considered for any brand that meets or exceeds the quality of the specifications given for any item. In the event an alternate brand name is proposed, supplemental documentation shall be provided demonstrating that the alternate brand name meets or exceeds the requirements specified herein. The burden of proof as to the suitability of any proposed alternatives is upon the proposer, and the City shall be the sole judge in making this determination. 9. Delivery. Prices quoted for all supplies or equipment to be provided under the terms and Page 399 of 638 -12- conditions of this RFP package shall include delivery charges, to be delivered F.O.B. San Luis Obispo by the successful proposer and received by the City within 90 days after authorization to proceed by the City. 10. Start and Completion of Work. Work on this project shall begin immediately after contract execution and shall be completed within 90 calendar days thereafter, unless otherwise negotiated with City by mutual agreement. 11. Change in Work. The City reserves the right to change quantities of any item after contract award. If the total quantity of any changed item varies by 25% or less, there shall be no change in the agreed upon unit price for that item. Unit pricing for any quantity changes per item in excess of 25% shall be subject to negotiation with the Contractor. 12. Submittal of References. Each proposer shall submit a statement of qualifications and references on the form provided in the RFP package. 13. Statement of Contract Disqualifications. Each proposer shall submit a statement regarding any past governmental agency bidding or contract disqualifications on the form provided in the RFP package. Page 400 of 638 -13- P. Proposal Submittal Summary The undersigned declares that she or he: ◼ Has carefully examined Specification FIN-BS-01, which is hereby made a part of this proposal. ◼ Is thoroughly familiar with its contents. ◼ Is authorized to represent the proposing firm. ◼ Agrees to perform the work as outlined in this proposal. q Certificate of insurance attached; insurance company’s A.M. Best rating: __________________. Firm Name and Address Contact Phone Signature of Authorized Representative Date Page 401 of 638 -14- REFERENCES Number of years engaged in providing the services included within the scope of the specifications under the present business name: . Describe fully the last three contracts performed by your firm that demonstrate your ability to provide the services included with the scope of the specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1: Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Reference No. 2: Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Page 402 of 638 -15- Reference No. 3 Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Page 403 of 638 -16- STATEMENT OF PAST CONTRACT DISQUALIFICATIONS The proposer shall state whether it or any of its officers or employees who have a proprietary interest in it, has ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of the violation of law, a safety regulation, or for any other reason, including but not limited to financial difficulties, project delays, or disputes regarding work or product quality, and if so to explain the circumstances. ◼ Do you have any disqualification as described in the above paragraph to declare? Yes q No q ◼ If yes, explain the circumstances. Executed on at _______________________________________ under penalty of perjury of the laws of the State of California, that the foregoing is true and correct. ______________________________________ Signature of Authorized Proposer Representative Page 404 of 638 -17- Required Services Pricing Monthly Volume Unit Price Monthly Cost Account Services Account Maintenance 1 Debits Posted – Electronic 100 Credits Posted – Other 450 Banking Center Services Branch Credits Posted 20 Teller Line Cash Verification 6,700 Branch Order Currency Strap 8 Branch Order Processed 3 Branch Order – Coin Roll 5 Vault Services Vault Deposit 220 Vault Deposit Partial or Mixed Bag 15 Vault Deposit Adjustments 1 Lockbox Services Lockbox Maintenance 1 Wholesale Item 300 No Check Item 3 Document Image Capture 380 Check MICR Capture 2,650 Data Capture 1,800 Deposit Preparation 30 Check Clearing 2,650 Page 405 of 638 -18- Scannable Lockbox Item 2,300 Scannable Lockbox Balancing 2,650 Scannable OCR Doc Image Capture 2,780 Scannable OCR Document 2,780 Depository Services Credits Posted 200 Check Deposited 850 Return Item 10 Return Item Email Notification 10 Disbursement Services Check/Debit Posted 700 Exception Notification 1 Check Inquiry Maintenance 1 Stop Payment – Electronic 10 Stop Payment Automatic Renewal 100 Image Storage Per Item 700 Reconciliation Services Positive Pay Maintenance 1 Payee Name Verification 700 Exception Item 5 Image Capture Per Item 700 Partial Reconcilement- Maintenance 1 Issue Input File with Recon 11 Data Entry – Manual 3 Output File 40 Page 406 of 638 -19- Wire Services – US Electronic Fed Debit S/T 3 Drawdown Book Debit 2 Automated Clearing House Services ELockbox Transaction Received 1,600 Online portal access ACH Maintenance 2 Debit Originated via Portal 650 Credit Originated via Portal 1,550 ACH Online Same Day Credit 5 Debit/Credit Received 500 Return Item 7 Return Notification 7 ELockbox File Processing 21 Transaction Block Maintenance 1 ACH Transaction Block Authorized ID 46 Online Portal Services Accounts Reported 1 Transactions Reported – 2 Year 1,450 Extended Transaction Detail 4,700 Monthly Service 1 BAI/SWIFT/ISO Reporting Services H2H Files Transmitted Over 67 23 H2H Accounts Reported 1 H2H Check Items Reported 700 H2H Transaction Detail Reported 3,000 Page 407 of 638 -20- H2H Non-Check Items Reported 800 Int Rec & Pay Services Receivables Maint – Online 1 Transmission Maint – Data 1 Transmission Per Item – Data 5,700 Long Term Storage – Check 2,600 Long Term Storage – Document 3,200 Page 408 of 638 Exhibit A: Form of Agreement | 100 | Exhibit A: Form of Agreement J.P. Morgan is pleased to be the current banking services provider for the City of San Luis Obispo (Client). To streamline negotiation and documentation, we propose leveraging the historical relationship and current service standards in the event the City re-awards the same services to J.P. Morgan, subject to mutually agreeable terms and conditions and documentation relevant to any new or modified services. Any agreement resulting from our Response will also incorporate terms and other documents that we require for the administration, implementation or operation of the services. Please refer to Appendix 10 for sample terms. Account Terms and the Consolidated Service Agreements To the extent the City has already executed J.P. Morgan’s standard documentation for the accounts and services proposed in this response to the City’s RFP, J.P. Morgan will notify the City of any modifications or additions to such documentation based on the specific services re-awarded. Sample documents are provided in Appendix 11. These sample documents are provided for the City reference only to review as part of your evaluation of this proposal and these documents may be modified by us from time to time. As such, they are intended for your review only and are not meant to be marked up or redlined. ● Sample account opening documents, Appendix 11 ● Sample product and service terms and agreements, Appendix 10 Exceptions noted for the core Treasury Services are not necessarily applicable for Commercial Card. The Commercial Card agreement takes precedence over the client’s terms. Refer to Appendix 8 for our sample J.P. Morgan National Government Commercial Card Consortium. Know Your Customer (KYC) J.P. Morgan is required to know its customer and to adhere to policies and procedures intended to meet those regulatory requirements that apply to safety and soundness and to fight against the funding of terrorism, money laundering and sanction related activities including performing certain transaction screenings. This means J.P. Morgan will request information about the City and its management and those having authority to transact business with J.P. Morgan in order for J.P. Morgan to comply with its policies and procedures. This is an ongoing requirement and the provision of services pursuant to this proposal and any additional products or services that may be requested is subject to and conditioned upon the ongoing satisfaction of those policies and procedures and compliance by the City with applicable law with respect to the services provided and J.P. Morgan’s policies of which the City is informed. Exceptions and legal comments J.P. Morgan has identified below the requirements, terms or conditions that we respectfully request be modified in accordance with our recommended revisions. We are willing to discuss mutually agreeable modifications to the Page 409 of 638 Exhibit A: Form of Agreement | 101 | contract terms. The proposed changes are indicated by comments in plain gray font, additions in italic, underlined, blue text and deletions by strikethrough, red text. O. General Terms and Conditions, Proposal Requirements 1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall meet all the terms, and conditions of the Request for Proposals (RFP) project package. By virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all provisions of the RFP specifications, except as bidder has modified the provisions and included any exceptions thereto. Exhibit A : Form of Agreement, Professional Services Agreement J.P. Morgan legal comments: J.P. Morgan is pleased to be the current banking services provider for the City of San Luis Obispo (Client). To streamline negotiation and documentation, we propose leveraging the historical relationship and current service standards in the event the City re-awards the same services to J.P. Morgan, subject to mutually agreeable terms and conditions and documentation relevant to any new or modified services and subject to inclusion of the Bank’s Account Terms and applicable Service Terms ___________________________________________________________________________________________ 25. ASSIGNMENT. The Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. a. As required above, before retaining or contracting with any subcontractor for any services under this Agreement, City must consent to such assignment of performance in writing. For City to evaluate such proposed assignment, Contractor shall provide City with the identity of the proposed subcontractor, a copy of the proposed written contract between Contractor and such subcontractor, which shall include an indemnity provision similar to the one provided herein and identifying City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed subcontractor carries insurance at least equal to that required by this Agreement or obtain a written waiver from City for such insurance. J.P. Morgan legal comments: If JPMC subcontracts any part of the RFP we do not force the subcontractor to have the same insurance requirements of JPMC as proposed within the RFP. ___________________________________________________________________________________________ Page 410 of 638 Exhibit B - Insurance Requirements for Professional Services | 102 | Exhibit B - Insurance Requirements for Professional Services Please refer to the following pages for Exhibit B comments and Appendix 4 for insurance documentation. We do not disclose our deductibles or self-insured retentions with third parties therefore they are not included on the Certificate of Insurance. Page 411 of 638 -30- EXHIBIT B INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES Without limiting CONTRACTOR’s indemnification of CITY, and before commencement of Work, CONTRACTOR shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below, and in a form satisfactory to CITY. Commercial General liability insurance. CONTRACTOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Business Automobile liability insurance. CONTRACTOR shall maintain business automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this AGREEMENT, including coverage for all any owned, hired, or non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Bankers Professional liability (errors & omissions) insurance. CONTRACTOR shall maintain bankers professional liability insurance that covers the Services to be performed in connection with this AGREEMENT, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONTRACTOR agrees to maintain continuous coverage through a period no less than one three (3 1 ) years after completion of the services required by this AGREEMENT. Workers’ compensation insurance. CONTRACTOR shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). CONTRACTOR shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers. Umbrella or excess liability insurance. CONTRACTOR shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, business automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions: A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; Pay on behalf of wording as opposed to reimbursement; Concurrency of effective dates with primary policies; Policies shall be written with terms no less broad than “follow form” to the underlying primary policies; and Insureds under primary policies shall also be insureds under the umbrella or excess policies. Proof of insurance. CONTRACTOR shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior Page 412 of 638 -31- to commencement of performance. Current certification of insurance shall be kept on file with CITY at all Page 413 of 638 -32- times during the term of this contract. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. Duration of coverage. CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by CONTRACTOR, his agents, representatives, employees or subcontractors. Primary/noncontributing. Coverage provided by CONTRACTOR shall be primary where applicable and any insurance or self- insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY before the CITY’s own insurance or self-insurance shall be called upon to protect it as a named insured. CITY’s rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, CITY may cancel this AGREEMENT. Acceptable insurers. All insurance policies shall be issued by an insurance company currently permitted authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY’s Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONTRACTOR hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subcontractors. Enforcement of contract provisions (non estoppel). CONTRACTOR acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONTRACTOR of non-compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONTRACTOR maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Notice of cancellation. CONTRACTOR agrees to endeavor to send notice if changes to the policy are below the minimum requirements of this contract or for cancellation. oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional insured status. Commercial General liability and business automobile liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents, and volunteers shall be included additional insureds under such policies as their interests pertain to this contract. This provision shall also apply to any excess/umbrella liability policies. Page 414 of 638 -33- Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONTRACTOR’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONTRACTOR agrees to ensure that its subcontractors, subcontractors, and any other party involved with the project who is brought onto or involved in the project by CONTRACTOR, provide the same minimum insurance coverage and endorsements required of CONTRACTOR. CONTRACTOR agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONTRACTOR agrees that upon request, all agreements with Contractors, subcontractors, and others engaged in the project will be submitted to CITY for review. CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONTRACTOR ninety (90) days advance written notice of such change. All changes are subject to the mutual agreement of all parties. If such change results in substantial additional cost to the CONTRACTOR, the CITY and CONTRACTOR may renegotiate CONTRACTOR’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY. Timely notice of claims. CONTRACTOR shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONTRACTOR shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage, as well as endorsements affecting general liability coverage. All endorsements are to be received and approved by the City before work commences. Page 415 of 638 Disclosure statement | 108 | Disclosure statement This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (the “Organization”) in order to assist the Organization in evaluating certain products or services that may be provided by J.P. Morgan. Chase, J.P. Morgan, and JPMorganChase and InstaMed are marketing names for certain businesses of JPMorgan Chase & Co. and its affiliates and subsidiaries worldwide (if and as used herein may include as applicable employees or officers of any or all of such entities irrespective of the marketing name used). Products and services may be provided by commercial bank affiliates, securities affiliates or other J.P. Morgan affiliates or entities. In particular, securities brokerage services other than those which can be provided by commercial bank affiliates under applicable law will be provided by registered broker/dealer affiliates such as J.P. Morgan Securities LLC, J.P. Morgan Institutional Investments Inc. or by such other affiliates as may be appropriate to provide such services under applicable law. Such securities are not deposits or other obligations of any such commercial bank, are not guaranteed by any such commercial bank and are not insured by the Federal Deposit Insurance Corporation. We are not responsible for the performance of our partners, their continued service levels, or their ability to provide services. The information herein does not purport to set forth all applicable issues and is not intended to constitute advice on legal, tax, investment, accounting, regulatory or any other matters. J.P. Morgan makes no representations as to such matters or any other effects of any transaction and shall have no responsibility or liability to you with respect thereto. You should consult with your own advisors regarding such matters and the suitability, permissibility and effect of any transaction. In no event shall J.P. Morgan nor any of its directors, officers, employees or agents be liable for any use of, for any decision made or action taken in reliance upon, or for any inaccuracies or errors in, or omissions from, the information herein. The information herein is not intended as nor shall it be deemed to constitute advice or a recommendation regarding the issuance of municipal securities or the use of any municipal financial products. J.P. Morgan is not providing any such advice or acting as the Organization’s agent, fiduciary or advisor, including, without limitation, as a Municipal Advisor under Section 15B of the Securities and Exchange Act of 1934, as amended. This proposal is subject to and conditioned upon a mutually agreeable contract between the Organization and J.P. Morgan. J.P. Morgan also requires execution of all applicable product and service agreements. Implementation of products and services is subject to and conditioned upon the condition of satisfactory completion of J.P. Morgan’s “Know Your Customer” due diligence and meeting product requirements. These steps are included in J.P. Morgan’s client onboarding process. This document may contain information that is confidential and/or proprietary to J.P. Morgan, which may only be used in order to evaluate the products and services described herein and may not be disclosed to any other person. Such information is marked “confidential” and may not be copied, published or used, in whole or in part, for any purpose other than as expressly authorized by J.P. Morgan. Additionally, this document may contain content pertaining to J.P. Morgan initially generated by AI or other automated technologies. To help the United States government fight the funding of terrorism and money laundering activities, U.S. law (Section 326 of the USA PATRIOT Act) requires banks and certain other financial institutions to obtain, verify, and record information that identifies each client that opens an account. What this means for our clients: Before opening a new account, we will require you to provide name, address, taxpayer identification number, and other information and/or documentation that will allow us to identify the account owner(s), as required by law. Please note that we do not issue cards and prohibit use of our cards in any country against which the United States has imposed sanctions. A current list of such sanctioned countries, as well as information about sanctions, is available on the U.S. Department of the Treasury website: treas.gov/offices/enforcement/ofac. J.P. Morgan is licensed under U.S. Pat Nos. 5,910,988 and 6,032,137. PaymentNet® is a registered trademark of JPMorgan Chase & Co. MasterCard® and smartdata.gen2™ are trademarks of MasterCard International. Visa® is a registered trademark of Visa Inc. Microsoft®, Excel®, and Internet Explorer® are registered trademarks of Microsoft Corporation. Adobe Acrobat® is a registered trademark of Adobe Systems Incorporated. All trademarks, trade names and service marks appearing herein are the property of their respective owners. This document does not constitute a commitment by any J.P. Morgan entity to extend or arrange credit. © 2025 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. Deposits held in non-U.S. branches are not FDIC insured. J.P. Morgan supports sustainable business practices and adheres to the principles of environmental sustainability wherever possible. Page 416 of 638 - 11- EXHIBIT B PRICING PRO FORMA Page 417 of 638 Page 418 of 638 Page 419 of 638 Page 420 of 638 Page 421 of 638 Page 422 of 638 Page 423 of 638 Page 424 of 638 - 12- EXHIBIT C CONTRACTOR’S ACCOUNT AND SERVICE TERMS Page 425 of 638 PN: 3178051 DOC ID: 1 Page 1 of 81 ACCOUNT TERMS V1.7_02_03_21 INTRODUCTION This document, as amended or supplemented by account addenda for each country in which the Accounts are held, (collectively, the “Account Terms”) contains the general terms, conditions and disclosures for the Accounts and Services selected by the Customer and constitutes an agreement between the Bank and the Customer and supersedes all previous drafts, discussions and negotiations, whether oral or written, between them in connection with the opening of Accounts and receipt of Services. References to the “Bank” shall mean JPMorgan Chase Bank, N.A., and any of its affiliates. References to the “Customer” shall mean the entity to which the Bank, as an independent contractor, provides Accounts and Services. All accounts subject to the Account Terms are, regardless of their location, referred to as “Accounts”. References to “Services” shall mean services offered by the Bank and subject to the Account Terms and any applicable Service Terms. References to “Service Terms” shall mean any terms and conditions regarding specific types of Accounts or Services that are subject to the Account Terms. Use of a Service constitutes acceptance of the relevant Service Terms. In addition to the Account Terms and Service Terms, the Accounts are subject to other Account-related documentation, including signature cards and application forms (the “Account Documentation”). The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any f orm of security interest over such rights and obligations in an Account, without the prior written consent of the Bank. Failure to obtain the Bank’s prior written consent constitutes a breach of these Account Terms by the Customer and may result in immediate closure of Accounts or termination of Services. The Account Terms, Account Documentation and Service Terms may vary applicable law to the maximum extent permitted under any such law. Any provision of applicable law that cannot be varied shall supersede any conflicting term of the Account Terms, Account Documentation or Service Terms. The Account Terms may be supplemented or amended as set forth in Section 17.6 (Amendments; Supplement; Waivers) herein. 1. Authorized Persons. 1.1 Authorized Persons. The Bank is authorized to rely on any document or designation that identifies a person authorized to act on behalf of the Customer (“Authorized Person”) with respect to the Accounts and Services, until the authority for such Authorized Person is withdrawn by the Customer upon written notice to the Bank, and the Bank has had a reasonable opportunity to act on such notice. The Customer will provide a specimen signature for Authorized Persons in the manner requested by the Bank. 1.2 Authorizations. Each Authorized Person is independent of the Bank and, subject to any written limitation provided by the Customer and received and accepted by the Bank, is authorized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts or Services, including Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other financial instruments (“Items”); receive materials related to security procedures; and give instructions (“Instructions”), including requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. Without limitation, such Instructions may direct: (i) the payment, transfer or withdrawal of funds; (ii) the disposition of money, credits, items or property at any time held by the Bank for account of the Customer; (iii) the provision of access as described in Section 1.4 (Third Party Access) and Section 2.1 (Third Party Instructions) below; (iv) the provision of information regarding the Accounts; (v) any other transaction of the Customer with the Bank; or (vi) the amendment or cancellation of any prior Instruction. 1.3 Facsimile Signatures. If the Customer provides the Bank with facsimile signature specimens, or if the Customer issues Items with a facsimile signature on one or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including computer generated signatures) if the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer’s benefit. 1.4 Third Party Access. The Customer may request that the Bank permit a third party to have access to an Account by submitting an access request in a form acceptable to the Bank (an “Access Request”, and the third party designated in such form will be referred to as a “Third Party”). Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, including to init iate payments and transfers against an Account, and to access and receive balance and transaction information (including account statements, information reporting and transaction advices) by any method of communication, including the Bank’s electronic channels, facsimile transmission, in writing, by telephone and SWIFT message, and the Bank is authorized to act on such Instructions and provide such access as described in this Section and Section 2.1 (Third Party Instructions) below. Subject to the Third Party’s completion of documentation required by the Bank, the Bank is authorized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by the Third Party in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized Person with respect to the provisions of the se Account Terms relating to the use of the Accounts and the giving of Instructions with respect to the Accounts. The Customer may revoke an Access Request at any time by giving the Bank written notice of such revocation; such revocation shall be effective when the Ba nk has received such notice and has had a reasonable opportunity to act upon it. 2. Security Procedures; Confirmations. 2.1 Security Procedures Generally. When issuing Instructions, the Customer is required to follow the Bank’s security procedures as communicated to the Customer by the Bank from time to time, including the procedures set forth herein, and shall be bound by such security procedures for use Page 426 of 638 PN: 3178051 DOC ID: 1 Page 2 of 81 of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the Instruction is e ffective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, call back procedures or similar security devices. It is understood that the purpose of the security procedure is to verify the authenticity of, a nd not to detect errors in, Instructions. The Customer shall safeguard the security procedure and make it available only to persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whet her or not authorized. Security Procedure for Verbal or Written Instructions. Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the Bank may verify the authenticity of verbal or written (including those transmitted by facsimile) funds transfe r Instructions by telephonic call-back to an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions. Security Procedure for Instructions Received through Electronic Channels. If the Bank receives an Instruction in the name of the Customer by means of any of Bank’s electronic channels, the Customer’s SWIFT BIC codes, or other electronic channels through which the Bank has notified Customer that it will accept Instructions, then Bank may rely on authentication procedures established by such electronic channels as the security procedure. Any such Instruction shall be deemed to have been given by an Authorized Person and shall be effective as that of the Customer, whether or not authorized. By using an electronic channel to provide Instructions to the Bank, the Customer agrees that this security procedure is commercially reasonable for such Instructions. Security Procedure for Third Party Instructions. The security procedures applicable to Instructions from any Third Party shall be those security procedures established by the Bank with the Third Party. Any Instruction that the Bank receives from the Third Party, the aut henticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized, and shall be deem ed an Instruction given on behalf of the Customer for all purposes of these Account Terms. The Bank is authorized to act upon any Instructions received via any of the SWIFT BIC codes specified in an Access Request whether or not such SWIFT BIC codes are associated wit h the Customer or the Third Party. 2.2 Confirmations. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be clearly marked as a confirmation, and, if there is any discrepancy between an Instruction and a confirmation, the terms of th e Instruction shall prevail. Subject to Section 2.1 (Security Procedure for Verbal or Written Instructions), the Bank may, at its option, confirm or clarify any request or Instruction using any means, even if a security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification, it may decline to honor the Instruction. 3. Deposits. 3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only and are subject to receipt of final payment. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and deadl ines to the extent permitted by applicable law or market practice. The Bank chooses the method of collecting Items and may use other banks in t he process. The Bank will present Items in accordance with the custom and market practice of the jurisdictions in which the Ite ms are handled for collection. The Bank is not responsible for actions or omissions of other banks, nor for the loss or destruction of any Item in the possessio n of other banks or in transit. The Customer shall use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank’s possession. For purposes of determining when an Item is sent to the Customer, the provision of an image of the Item or inform ation identifying the Item (e.g., Item number, amount, date of Item) is a sufficient substitute for the actual Item. 3.2 Availability of Funds; Credits Not Received. Credits and deposits to an Account will be available in accordance with the Bank’s availability policy and applicable law. If the Bank credits an Account: (i) in contemplation of receiving funds for the Customer’s credit and those funds are not actually received by the Bank; or (ii) in reliance on a transaction which is subsequently returned, reversed, set aside or revoked, or if the Bank does not receive funds for the Customer’s credit for value on the date advised by or on behalf of the Customer, or if final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and/or with any other charges incurred, even if doing so creates or increases an overdraft. 3.3 Collection Basis Processing. If an Item is processed by the Bank on a collection basis, the Bank may defer credit to the relevant Account until it has received final, non-reversible, payment in accordance with applicable law and market practice. 4. Payment of Items. 4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank’s usual procedures, including any Item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is d rawn on the day the Item is presented, certified or accepted, or at such earlier time when the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balanc es in order to decide whether to dishonor an Item for insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item, and need make no more than one such determination. 4.2 No Inquiry. The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of issue, negotiation or endorsement or as to the disposition of proceeds, even if drawn, endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender in payment of the signer’s or Authorized Person’s obligations. 4.3 Limitations. The Customer shall immediately notify the Bank if it becomes aware that any Items (whether completed or blank) are lost or stolen. The Customer shall not allow any third party to issue Items against or otherwise use the Accounts unless specifically agreed to in writing by th e Page 427 of 638 PN: 3178051 DOC ID: 1 Page 3 of 81 Bank. The Customer shall not issue Items that are post-dated, and the Bank shall not be liable for any damages caused by premature payment or certification of a post-dated Item. Further, the Customer shall not put any condition, restriction, or legend on any Item; and the Bank is not required to comply with any such condition, restriction or legend. 4.4 Electronic Processing; Specifications. The Bank may process any Item by electronic means. All Items issued by the Customer against any Account must comply with industry standards and the Bank’s check specifications and image standards, published from time to t ime. The Bank shall not be liable for damages or losses due to any delay or failure in procuring, collecting, or paying Items not conforming to such specifications or standards, except to the extent such losses or damages are the direct result of the Bank’s gross negligence or willful misconduct. 5. Funds Transfer Instructions. 5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank’s acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank’s funds transfer business days, and within the Bank’s established cut-off hours on such days. Instructions requesting cancellation or amendment of funds transfer Instructions must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the cancellation or amendment Instruction. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and, if applicable, the beneficiary’s bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit processing charges. In processing a funds transfer, other banks may deduct fees from the funds transfer. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances of any transaction. 5.2 Acting on Instructions. Notwithstanding any Instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of execut ing the funds transfer Instruction that the Bank deems reasonable in the circumstances. 5.3 Inconsistent Name and Number. The Bank and other financial institutions, including the beneficiary’s bank, may rely upon the identifying number of the beneficiary, the beneficiary’s bank or any intermediary bank included in a funds transfer Instruction, even if it identifies a person different from the beneficiary, the beneficiary’s bank or intermediary bank identified by name. 5.4 Foreign Exchange. (a) If the Bank accepts a funds transfer Instruction issued in the Customer’s name for payment in a currency (the “Non-Account Currency”) other than the currency of the Account (the “Account Currency”), the Bank is authorized to enter into a foreign exchange transaction to sell to the Customer the amount of Non-Account Currency required to complete the funds transfer and debit the Account for the purchase price of the Non-Account Currency. If the Bank receives a payment to the Account in a Non-Account Currency, the Bank is authorized to purchase the Non-Account Currency from the Customer and to credit the purchase price to the Customer’s Account in lieu of the Non -Account Currency. (b) The applicable foreign exchange rate and spread for any of the foregoing transactions shall be determined by the Bank in its sole discretion and may differ from foreign exchange rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates or spreads at which the Bank otherwise enters into foreign exchange transactions on the relev ant date. The Bank may generate additional profit or loss in connection with the Bank’s execution of a foreign exchange transaction or management of its risk related thereto in addition to the applicable spread. Further, (i) the Bank may execute such foreign exchange transactions in such manner as the Bank determines in its sole discretion; and (ii) the Bank may manage the associated risks of the Bank’s own position in the market in a manner it deems appropriate without regard to the impact of such activities on the Customer. Any such foreign exc hange transaction will be between the Bank and the Customer as principals, and the Bank will not be acting as agent or fiduciary for the Customer. (c) Notwithstanding any prior action or course of dealing, subject to applicable law, the Bank has no obligation to cancel, rever se or otherwise buy back foreign currencies purchased by the Customer under a Service and the Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased. 5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel any draft issued by the Bank on behalf of the Customer in a Non-Account Currency if the draft is not presented for payment within one hundred eighty (180) calendar days after the date of issuance, and the Customer authorizes the Bank to recredit the Customer’s Account with an equivalent amount of Account Currency at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its sole discretion. Following such cancellation, the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft. 6. Interest; Fees; Taxes. 6.1 Interest. The Bank may apply interest on balances in Accounts at rates determined by the Bank in its sole discretion, subject to any withholding or deduction for tax as required by applicable law (including the Foreign Account Tax Compliance Act (“FATCA”)). The Bank may deduct from the Accounts charges for early withdrawals, which may include a deduction from principal (if permitted or required by law). If the rate applied by the Bank is negative, the Customer may be required to make a negative rate pay ment, including on non-interest bearing Accounts, which the Bank shall be entitled to collect by debiting the Account. Page 428 of 638 PN: 3178051 DOC ID: 1 Page 4 of 81 6.2 Fees and Taxes. (a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank, including transaction, maintenance, balance-deficiency, and service fees and other charges (collectively “Fees”). The Bank may debit any Account for Fees and/or Taxes, even if such debit creates or increases an overdraft of the Account. References to “Taxes” shall mean any taxes (including value added taxes, sales taxes and similar taxes), levies, imposts, deductions, charges, stamp, transaction and other dut ies and withholdings (together with any related interest, penalties, fines, and expenses) in connection with the Fees, Accounts or Services (including payments o r receipts to an Account) except if such Taxes are imposed on the overall net income of the Bank. (b) All payments (including Fees and interest on overdrafts) from the Customer to the Bank pursuant to the Account Terms, the Service Terms and any Account Documentation shall be in full, without set-off or counterclaim, and free of any withholding or deduction (collectively, a “Deduction”) related to any tax or other claim, unless a Deduction is required by applicable law. If any Deduction is required by applicable law in respect of any payment due to the Bank, the Customer shall: (i) ensure that the Deduction is made; (ii) pay the amount of the Deduction as required by applicable law; (iii) increase the payment in respect of which the Deduction is required so that the net amount received by the Bank after the Dedu ction shall be equal to the amount which the Bank would have been entitled to receive in the absence of any requirement to make any Deduction; and (iv) deliver to the Bank, within thirty (30) days after it has made payment to the applicable authority, a certified copy of the o riginal receipt issued by the authority, evidencing the payment to the authority of all amounts required to be deducted. (c) All Fees are exclusive of Taxes. In addition to any Fees or other amounts due and except to the extent the Bank is otherwise compensated for such Taxes under this Section 6, the Customer will pay or reimburse the Bank for any Taxes which the Bank is required to account for to any tax authority under any applicable law and, where required by applicable law, the Customer shall account for any Taxes directly to the applicable tax authority. 6.3 Tax Documentation and Information. The Customer will provide the Bank with such documentation and information as the Bank may require in connection with taxation, and warrants that such information is true and correct in every respect and shall immediately no tify the Bank if any information requires updating or correction. 7. Account Statements. The Bank will issue Account statements, confirmations, or advices (“Account Statements”) at the frequency and in the manner advised to the Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items that are made available to it by the Bank, and reporting any irregularities to the Bank in writing, including any claim of unauthorized funds transfer activity. The Bank shall not be responsible for the Customer’s reliance on balance, transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Electronic Account Statements, if applicable, shall be deemed to be received by the Customer when the Bank sends notice to the Customer that the Account Statement has been posted by electronic means (including by posting such Account Statement on a Bank website). 8. Overdrafts. 8.1 Overdrafts. The Bank may debit an Account even if the debit may cause or increase an overdraft. Unless otherwise agreed in writing, the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts after having permitted an overdraft or to provide notice of any refusal to permit an overdraft, in each case notwithstanding any prior action or course of dealing. Any overdraft shall be immediately due and payable by the Customer to the Bank, unless otherwise agreed in writing. If the Bank permits an overdraft, the Bank is author ized to charge interest on the amount of the overdraft as long as the overdraft is outstanding, at a rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to applicable law, interest shall accrue on any negative balance in an Account notwithstanding closure of the Account and/or termination of these Account Terms. If the Bank pays an Item that causes or increases an overdraft, the Bank may deduct applicable Fees and expenses from the Account without notice. 8.2 Order of Payment. When Items and other debits to the Account are presented to the Bank for payment on the same day and there are insufficient available funds in the Account to pay all of these transactions, the Bank may choose the order in which it pays transactions, including the largest transaction first or any other order determined by the Bank, in its sole discretion. 9. Set Off; Security Interest. 9.1 Set-Off. The Bank may at any time, without prejudice to any other rights which it may have, and without prior notice or demand for pay ment, combine, consolidate or merge all or any of the Accounts of the Customer or may retain, apply or set off any money, deposits or balances held in, or standing to the credit of, any Account in any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates. The Bank shall be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it considers necessary. Page 429 of 638 PN: 3178051 DOC ID: 1 Page 5 of 81 9.2 Security Interest. The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank, in order to secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates. 10. Confidential Information; Agents; Consents. 10.1 Confidential Information. “Confidential Information” means and includes all non-public information regarding the Customer, its Accounts or the Services. The term Confidential Information does not include information which is or becomes publicly available by me ans other than the Bank’s breach of this section, information the Bank develops independently without the use of Confidential Information, or information the Bank obtains from a third-party that is not reasonably known to have confidentiality obligations for such information. (a) The Bank will maintain Confidential Information in the same manner it maintains its own confidential information. (b) The Customer authorizes the Bank and its agents, employees, officers and directors and affiliates to use Confidential Information (i) to provide services to and administer the relationship with Customer, (ii) for any operational, credit or risk management purposes, (iii) for due diligence, verification or sanctions or transaction screening purposes, (iv) for the prevention or investigation of crime, fraud or any malpractice, including the prevention of terrorism, money laundering and corruption, (v) to improve and develop products or services, including, but not limited to using data analytics, (vi) for compliance with any legal, regulatory or tax requirements or tax reporting or any industry standard, code of practice, or internal policies or (vii) with prior consent of the Customer. (c) In connection with the permitted uses set forth in subsection (b), the Customer authorizes the Bank and its agents, employees, officers and directors and affiliates to disclose Confidential Information to (i) any subcontractor, consultant, agent, or any other unaffiliated third party or service provider, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties that the Bank reasonably believes is required in connection with the Services and provided that such parties are subject to equivalent confidentiality obligations; (ii) to the Bank’s professional advisors, auditors or public accountants; (iii) the Bank’s subsidiaries, affiliates and branches and their relevant parties as set forth in subsection (i) and (ii) herein; (iv) to a proposed assignee of the Bank’s rights under the Account Documentation; and (v) with the consent of the Customer. (d) In addition to the foregoing, the Bank may use and disclose Confidential Information as required by (i) applicable law or courts of competent jurisdiction; (ii) governmental or regulatory or supervisory authorities, or law enforcement agencies with jurisdiction over the Bank’s or Customer’s businesses; or (iii) to establish, exercise or defend claims, enforce legal rights, or satisfy the legal obligatio ns of the Bank. (e) The Customer acknowledges that: (i) permitted disclosures of Confidential Information may be transmitted across national boundaries in the context of outsourcing arrangements and through networks, including networks owned and operated by third parties; and (ii) the Bank may process or store, or engage service providers to process or store Confidential Information on its behalf, both in its own premises and those of its services providers, located in, amongst others, the European Economic Area, the United St ates of America, India, the Philippines, Singapore, Hong Kong, Australia, China, Japan, Brazil, Mexico, Argentina, Colombia, Chile, South Africa, Russia and any other country where the Bank or such service providers conduct business. 10.2 Agents. The Bank may appoint or retain any agent (who may be any affiliate of the Bank or any unaffiliated third party) either at the Account location or outside, to perform data processing, collection and/or any other services in connection with the Accounts and Services. 10.3 Consents. The Customer represents and warrants that prior to submitting to the Bank information about natural persons related to the Customer (including Authorized Persons, users of the Bank’s electronic access systems, officers and directors, employees, ben eficial owners, and customers and persons on whose behalf the Customer is receiving or transmitting funds, issuing items or maintaining an Account), the Customer shall have obtained such consents as may be required by applicable law or agreement, for the Bank to process and use the information for purposes of providing the Accounts or Services. 11. Liability Limitation; Force Majeure. 11.1 Liability. The Bank, its agents, employees, officers and directors, shall not be liable for any damage, loss, expense or liability of any nature which the Customer may suffer or incur, except to the extent of losses or expenses directly resulting from the gross negligence or willful misconduct of the Bank, its agents, employees, officers or directors. The Bank, its agents, employees, officers and directors shall not, in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including lost profits, loss of business or loss of goodwill), in each case, whether or not foreseeable, even if the Bank, its agents, employees, officers or directors have bee n advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank, its agents, employees, officers or directors. Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service. 11.2 Force Majeure. Neither the Bank nor the Customer shall be liable for any loss or damage, expense or liability of any nature to the other for its failure to perform or delay in the performance of its obligations resulting from an act of God, act of governmental or ot her authority, de jure or de facto, legal constraint, civil or labor disturbance, fraud or forgery (other than on the part of the other party or its em ployees), war, terrorism, catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure or malfunction, including inability to obtain or interruption of communications facilities, or failure of any agent or correspondent, or unavailability or failure of or the effect of rules or operations of a payment or funds transfer system, including non-availability of appropriate foreign exchange or foreign currency, or any cause beyond its reasonable control. Page 430 of 638 PN: 3178051 DOC ID: 1 Page 6 of 81 12. Indemnity. The Customer indemnifies and holds the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) (collectively, “Losses”) arising out of or resulting from: (i) the Bank’s acceptance or execution of any request, direction or transaction in connection with any Account or any S ervice provided to the Customer, including Items and Instructions; or (ii) the Bank’s payment of any taxes, interest or penalty otherwise due from the Customer paid on the Customer’s behalf, or for which the Bank has no responsibility under the Account Terms, the Service Terms or any Account Documentation. Notwithstanding the foregoing, the Bank, its agents, employees, officers and directors shall not be indemnified for any Losses to the extent resulting directly from its own gross negligence, willful misconduct or fraud. 13. Notices. 13.1 Notice to the Customer. All Account Terms, Service Terms, Account Documentation, notices and other documents may be delivered, made available and/or made accessible to the Customer by ordinary mail or courier at the address of the Customer provided to the Bank, or by facsimile transmission, electronic means and channels (including SWIFT message, emails and by posting on a Bank website) or by such other means as the Customer and the Bank may agree upon from time to time. 13.2 Notice to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank officer or service representative managing the Account or to any other address notified by the Bank to the Customer in writing from time to time, and must be sent by or dinary mail, by courier, by facsimile transmission, by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received. 14. Termination. Either the Bank or the Customer may close an Account and/or terminate a Service: (a) by giving the other party not less than thirty (30) calendar days’ prior written notice of intent to close or terminate, or (b) immediately upon written notice to the other party in the event of: (i) a breach of the Account Terms, Account Documentation or Service Terms by the other party; (ii) the other party’s inability to meet its debts as they become due, receivership, administr ation, liquidation, or voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party’s creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determinat ion in good faith by the terminating party that the financial or business condition of the other party has become impaired; (iii) a determination by the terminating party, in its sole opinion, that termination is necessary or required by applicable legal, tax or regulatory requirements, or as a result of a court or regulatory agency order or proceeding; or (iv) a good faith belief by the terminating party that the other party is engaged in activities that are in consistent with the terminating party’s policies, provided however, that any closure and/or termination will be effective only after the Bank has had reasonable time to act on such notice. The Bank shall only be required to process requests or Instructions for transactions that the Bank reasonably estimates will be completed prior to the date of closure of the Account or termination of the relevant Service, but shall not be precluded from co mpleting a request or Instruction received by it prior to the date of the closure or termination. Any such closing or termination shall not affect the Customer’s liabilities to the Bank arising prior to, or on, such closing or termination, all of which shall continue in full force and effect. Notwithstanding anything to the contrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed to by the parties). In the absence of Instructions from the Customer on transfer of monies standing to the credit of an Account that is being terminated, the Bank may issue a cashier’s check and send it to the address of the Customer on the Bank’s record. 15. Account Disclosures. 15.1 Rejection of Funds; Reversal of Erroneous Postings. (a) The Bank may return or refuse to accept all or any part of a deposit or credit to an Account, at any time, and will not be liable to the Customer for doing so, even if such action causes outstanding Items to be dishonored and returned, or payment orders to be rejected. (b) The Bank may reverse any transactions posted to the Account if it determines such posting was made in error and that Customer was not entitled to the funds posted. 15.2 Withdrawal. The Bank may refuse to allow withdrawals from Accounts, may block or suspend an Account, or perform any other function in certain circumstances, including where: (i) there appears to be a dispute relating to an Account, including disputes regardin g the persons authorized to issue Instructions; (ii) as required by applicable law, legal process affecting the Account, or order of any re levant government regulatory, judicial or tax authority, including a levy or restraining notice; (iii) the Account is being used as collateral to secure indebtedness to the Bank or its affiliates; (iv) documentation requested by the Bank has not been presented; or (v) the Customer fails to pay its indebtedness to the Bank or its affiliates when due. 15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account is held; however, payment may be suspended from time to time in order to comply with any applicable law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank, its officers, employees, affiliates, subs idiaries, Page 431 of 638 PN: 3178051 DOC ID: 1 Page 7 of 81 agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States are not payable in the United States and: (i) are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency; (ii) are subject to cross-border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. 15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the Customer, the Bank may from time to time receive commission, rebate or similar payments from other banks or third parties. 16. Governing Law and Procedure. 16.1 Governing Law. The Account Terms, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the jurisdiction in which the branc h holding the relevant Account is located. 16.2 Waiver of Jury Trial; Limitation of Claims. The Customer and the Bank hereby knowingly, voluntarily and intentionally irrevocably waive, to the fullest extent permitted by applicable law, all right to, and will not seek, prejudgment interest and a trial by jury in any action, proceeding or counterclaim, of whatever type or nature, arising out of these Account Terms, the Account Documentation or the relationship established hereby. Any claim in connection with any Account or Service, unless a shorter period of time is expressly provided, must be brought against the Bank within two (2) years of the occurrence of the event giving rise to the claim. 16.3 Venue. In relation to each Account, the courts of the country, state or province in which the branch or affiliate of the Bank at which the Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Accou nt Terms, the Account Documentation and/or the Account and the Customer agrees to submit to the jurisdiction of such courts and waive any objection to venue or their convenience as a forum. This section is for the benefit of the Bank only and does not prev ent the Bank from taking proceedings in the courts of any other country, state or province with jurisdiction including, to the extent allowed by law, concurrently in any number of countries, states or provinces. 17. Miscellaneous. 17.1 Languages. If the Account Terms, Account Documentation or Service Terms are translated into, or appear in a language other than English, the English language version shall control. 17.2 Successors and Assigns. The Account Terms, Service Terms and Account Documentation will be binding on each of the parties’ successors, assigns and transferees. The parties agree that neither party may assign or transfer any of its rights or obligations under t he Account Terms, Service Terms or Account Documentation without the prior written consent of the other party, which consent will not be unreas onably withheld or delayed; except that the Bank may assign or transfer the Account Terms, Service Terms and Account Documentation (a) to any affiliate or subsidiary of the Bank, or (b) in connection with a merger, reorganization or other restructuring involving the Bank or its business; upon notice to the Customer, and the Customer hereby consents to the same. 17.3 Order of Precedence. Any terms of any supplement, amendment, agreement, Service Terms or notice that are inconsistent with a provision of the Account Terms or the Account Documentation shall supersede such provision of the Account Terms or the Account Document ation for purposes of the particular Account or Service that is the subject thereof. The Account Terms and Account Documentation supersede and replace any other account conditions previously sent to the Customer. 17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the meaning of the Account Terms, the Service Terms and any Account Documentation. References to Schedules, Sections, Subsections and Clauses are to Schedules, Sections, Subsections and Clauses of the Account Terms, the Service Terms and any Account Documentation. Words in the singular import the plural and vice versa. If any provision of the Account Terms, the Service Terms and any Account Documentation shall be held to be illegal, invalid, or unenforceable the validity of the remaining portions of the Account Terms the Service Terms and any Account Documentation shall not be affected. The term “including” shall in all cases mean “including without limitation” unless otherwise indicated. The term “affiliates” shall m ean with respect to any entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under co mmon control with that entity. The term “applicable laws” or similar terms shall mean any law, statute, order, decree, rule, injunction, license, consent, approval, agreement, guideline, circular or regulation of a government authority. 17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws and with the Bank’s policies notified to the Customer. The Bank is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom the Bank is prohi bited from doing business by any law applicable to the Bank, or in any case where compliance would, in the Bank’s opinion, conflict with applicable law or market practice or its own policies and proced ures. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may take any action required by any law applicable to the Bank including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds availability. The Bank may direct the Customer (a) to make changes to the activity in the Customer’s Accounts, including to cease and desis t from using the Accounts for particular types of transactions or for transactions involving particular parties from time to time, and (b) not to use the Accounts to send payments with certain characteristics. The Customer agrees to comply with such directions. Page 432 of 638 PN: 3178051 DOC ID: 1 Page 8 of 81 17.6 Amendments; Supplements; Waivers. All amendments must be in writing. The Account Terms may be amended or supplemented on notice to the Customer, including by terms contained in any Service Terms or Account Documentation. The Service Terms may be amende d or supplemented on notice to the Customer. These amendments or supplements may impose restrictions on the Accounts and Services, as the Bank deems necessary in the course of its business, and will be effective on notice to the Customer or at such other ti me to be specified in the notice; provided that amendments or supplements that are required by law may be implemented immediately or as required by law. By signing an Account signature card, Account application or similar document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Account Terms, the Account Documentation, Service Terms and any amendments or supplements, as applicable. The Bank may waive any of provision of these Account Terms, the Account Documentation or the Service Terms, but such waiver s hall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms, the Account Documentation or the Service Terms. Any such waiver shall not affect the Bank’s right to enforce any of its rights with respect to other customer s or to enforce any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of the Account Terms, the Account Documentation or the Service Terms. The rights and remedies in the Account Terms, the Service Terms and any Account Documentation are cumulative and are not exclusive of any other rights or remedies provided by applicable law. 17.7 Waiver of Immunity. To the extent that the Customer has or hereafter may acquire any immunity (including sovereign, crown or similar immunity) for itself or its assets from jurisdiction of any court, suit or legal process (whether from service of notice, inj unction, attachment, execution or enforcement of any judgment or otherwise), the Customer irrevocably waives and agrees not to claim such immunity against the Bank or its affiliates. 17.8 Internet Services; Notice of Claims. The Customer agrees at its sole expense: (i) to advise each of its employees, officers, agents or other persons accessing any Service by or on behalf of Customer (“Users”) of their obligations under the Account Terms, Account Documentation or under any Service Terms or ancillary Service material, including the obligation to refrain from using the Service via the Int ernet in the countries identified by the Bank; and (ii) to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer, including advising the Bank of the countries from which Users will access any Service via the Internet. 17.9 Recordings. To the extent permitted by applicable law, the Customer acknowledges that the Bank may record and monitor all electronic communications (e.g., telephone and email communication) for the purposes of ensuring compliance with the Bank’s legal and regulatory obligations and the Bank’s internal policies. The Customer shall notify and obtain their employee’s consent to such recording and monitoring where required by applicable law. 17.10 Instructions. Instructions may be sent to the Bank using such means as the Bank may permit from time to time. All Instructions, whether Items, payment orders or otherwise, are subject to applicable laws, and rules, policies, operations and market practices of t he applicable clearing or settlement systems or payment networks. 17.11 Electronic Copies. The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equiva lents for any purpose and in any forum, venue or jurisdiction, including objections arising from the Bank’s role or acquiescence in the destruction of the originals. 17.12 Intellectual Property. All intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmit, sell, display, d istribute, establish any hyperlink to, provide access to, modify, or commercially exploit in wh ole or in part any part of a Service, without the prior written consent of the Bank. Further, Customer shall not make any public announcements (including interviews) or publish any promotional or marketing materials, publicity or press releases, customer listings, testimonials or advertising in relation to the Accounts or Services or the s ubject matter of these terms and conditions without obtaining the prior written approval of Bank. 17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities, applicable law may require financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for the Customer: when the Customer opens an Account, the Bank may ask for the Customer’s name, address, date of birth (for natural persons), a nd/or other information and documents that will allow the Bank to identify the Customer. The Bank may also request and obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by applicable law , shall include any Authorized Person or signatory on an Account. Information. To fulfill the Bank’s “know your customer” responsibilities, the Bank will request information from the Customer from time to time, inter alia, regarding the Customer’s organization, business, Third Parties and, to the extent applicable, Authorized Perso ns and beneficial owner(s) of the Customer, the Customer’s customers, and their beneficial owners, including relevant natural or legal persons, and the Customer shall procure and furnish the same to the Bank in a timely manner. The Bank may also request further information and/or documentation in connection with the provision of the Accounts or Services. Any information and/or documentation furnished by the Customer is the sole responsibility of the Customer and the Bank is entitled to rely on the information and/or documentation without making any verification whatsoever (except for the authentication under the security procedures, as applicable). The Customer represents and warrants that all s uch information and/or documentation is true, correct and not misleading and shall advise the Bank promptly of any changes and, except as prohibited by applicable law, the Customer agrees to provide complete responses to the Bank’s requests within the timeframes specified. The Customer will notify the Bank in writing if any Accounts or monies it holds or places with the Bank are subject to restrictions or otherwise held or receiv ed by the Customer in a capacity other than previously disclosed to the Bank, including monies being held for the benefit of third parties, whether as Page 433 of 638 PN: 3178051 DOC ID: 1 Page 9 of 81 fiduciary or otherwise, monies subject to encumbrances, monies received as intermediary, processor or payment service provider, or arising from undisclosed business or similar sources. The Bank may, at its sole discretion and subject to such further condit ions as it may impose, including execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of funds. Unless prohibited by applicable law, the Customer agrees to promptly disclos e to the Bank activity in the Customer’s Accounts that is suspicious or violates applicable laws or sanctions. If the Customer fails to provide or consent to the provision of any information required by this Section, the Bank may close any Account or suspend or discontinue providing any Service without further notice. 17.14 Click-Thru and Electronic Signatures. The Bank may make Service Terms and Account Documentation available to the Customer via electronic means (including by posting on a Bank website or electronic signature platform). The Bank may request that an Auth orized Person “click” or electronically sign to indicate the Customer’s approval of such terms. The Customer agrees that the act of “clicking” its acceptance or applying its electronic signature (or any similar act which has the same effect) with respect to any such Service Terms or Account Documentation will be evidence of Customer’s acceptance of such Service Terms and Account Documentation, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such Service Terms and Account Documentation. 18. Interpleader; Reimbursement. 18.1 Interpleader. The Bank may apply to an appropriate court for resolution of any dispute relating to the Customer’s Accounts, including any dispute: (i) regarding the ownership of or entitlement to the funds; (ii) regarding the persons authorized to issue Instructi ons or act on behalf of the Customer; or (iii) by or amongst persons authorized to act or purportedly authorized to act on behalf of the Customer. If permitted by the court, the Bank may pay funds held by the Bank for the account of the Customer into the court pending resolution of such dispute. 18.2 Reimbursement. The Customer agrees to reimburse the Bank for any expenses, including its attorneys’ fees and costs incurred in connection with the resolution of disputes (including interpleader proceedings) or in connection with the Bank’s response to, any legal or regulatory process relating to an Account or the Services. 19. Provisional Recredit. In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank ’s investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit, then, the Bank may revers e the provisional recredit to the Account, even if that reversal results in an overdraft. Page 434 of 638 PN: 3178051 DOC ID: 2 Page 10 of 81 ADDENDUM TO ACCOUNT TERMS (UNITED STATES OF AMERICA) V1.15_03_14_25 Accounts maintained by the Customer with the Bank are subject to the Bank’s Account Terms. This addendum (“Addendum”) amends or supplements the Account Terms with respect to Accounts maintained in the United States of America (“U.S.”) and to Services provided in co nnection with such U.S. Accounts, regardless of the location where Services are provided. Capitalized terms used in this Addendum, and not otherwise defined, have the meanings set forth in the Account Terms. By using any Account maintained in the U.S., the Customer acknowledges receipt of, and agrees to be bound by, the Account Terms which includes this Addendum, each as may be amended or supplemented from time to time. Section 2 of the Account Terms (Instructions; Security Procedures) is amended by adding the following provision: 2.3 The Customer represents and warrants to the Bank that the Customer has not requested funds transfer security procedures other than those expressly agreed by the Customer and the Bank. Section 3 of the Account Terms (Deposits) is amended by adding the following provisions: 3.4 Verification; Adjustments. Receipts issued by the Bank for deposits are based solely on the amounts stated in the deposit ticket. Credits for Items received for deposit or collection (whether or not accompanied by a deposit ticket) are subject to verification and the Bank’s receipt of final payment of deposited Items. The Bank may make adjustments to the Account for any errors appearing on deposit tickets or occur ring during processing or otherwise, but the Bank has no obligation to do so for de minimis discrepancies. 3.5 Foreign Currency Items. The Bank may handle Items drawn on a non-U.S. bank or Items payable in a foreign currency on a collection basis, not for deposit, even if the Bank has received the Items in a deposit. The Customer may not receive provisional credit for such I tems or, if provisional credit has been given, the Bank may revoke it. Credit for Items payable in a foreign currency will be converted into U.S. dol lars at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion 3.6 Endorsements. Endorsement must be placed on the back of Items only in the area within 1.5 inches from the trailing edge of the Item. The trailing edge of the Item is defined as the left-hand edge of the check looking at it from the front. If the Customer is authorized in writing to endorse Items on the Bank’s behalf, the Customer agrees to comply with the endorsement standards of the Bank. 3.7 Encoding. If the Customer encodes information on an Item, the Customer warrants to the Bank and to all other collecting and paying ba nks of that Item that it is properly encoded and the Customer will be liable for losses related to encoding errors, including any l oss due to delay in processing caused by an encoding error. 3.8 Return or Charge Back. The Customer should not use carrier documents (Items placed inside envelopes) in either high-speed forward or return cash letters. The Bank may charge the Account for Items returned unpaid to the Bank or for claims based on asserted unauthorized signatures, endorsements or alterations. 3.9 Collections. The Customer agrees that the Bank may collect any Item deposited to Customer’s Account by electronic means. The Bank has no duty to inspect such Item during the deposit and collection process. 3.10 Variance. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and t o vary applicable deadlines, to the maximum extent permitted by applicable laws, and rules, policies, operations and practices of the applicable clearing or settlement systems or payment networks (collectively “Rules & Regulations”). 3.11 Substitute Checks. The Customer will not deposit any substitute checks (that are not returned Items) unless the Bank expressly agrees to accept such Items for deposit. In the absence of the Bank’s express agreement, the Customer will be solely responsible for any loss or claim in connection with its use of substitute checks. 3.12 Night Depository Deposits. The Bank is not liable for any deposit made through the use of the Bank’s night depositories until the Bank issues a written acknowledgement of the deposit. The Bank’s count of the amount deposited in a night depository will be conclusive. T he Customer is solely responsible for any loss that may be incurred before the Bank verifies the contents of the deposit. 3.13 Remotely Created Checks. If the Customer deposits a remotely created check (“RCC”), as such term is defined in Federal Reserve Regulation CC, the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn, authorize d the issuance of such RCC in the amount and to the payee stated on the RCC. The Customer authorizes the Bank to debit the Customer’s account for any claim or return based upon an unauthorized RCC and the Customer agrees to indemnify and hold the Ba nk harmless from and against any claims, liabilities, costs and expenses (including attorneys’ fees) resulting directly or indirectly from any breach of the f oregoing warranty. 3.14 Electronically Created Items. The Customer should not deposit electronically created items (“ECIs”) to its account, as such term is defined in Federal Reserve Regulation CC. ECIs are included in the definition of an Item. If the Customer does deposit an ECI, the Custo mer authorizes the Bank to debit the Customer’s account for any claim, return or adjustment related to the ECI, and the Customer agrees to indemnify and hold the Bank harmless from and against any claims, liabilities, costs and expenses (including attorneys’ fees) resulting directly or indirectly from the Customer’s deposit of the ECI. 3.15 ATM Cards. The Bank may issue one or more automated teller machine (“ATM”) cards (“Cards”) and personal identification numbers (“PINs”) to Customer’s employees or agents for use in initiating certain Account transactions at Bank owned ATMs. Unless otherwise agree d by Bank, Customer agrees that Cards will be used only at ATMs owned by the Bank and Customer shall be liable for any transactions and fees resulting from the use of such Cards. The Customer agrees that the types of transactions offered through the use of any Card may be limited by the Bank, Page 435 of 638 PN: 3178051 DOC ID: 2 Page 11 of 81 in its sole discretion. The Bank may cancel any Card at any time and for any reason, and will notify Customer of such cancellation. The Customer agrees to obtain possession of and return to the Bank or destroy all cancelled Cards. If the Customer believes a Card or PIN has been lost or stolen, the Customer shall immediately contact the Bank’s ATM call center. All ATM transactions are subject to verification. Any deposit transaction through an ATM that is not made on a business day or made after the Bank’s designated cut-off time will be processed on the Bank’s next business day. 3.16 Internet Gambling. The Customer agrees not to conduct any transactions through the Account that are directly or indirectly related to unlawful Internet gambling, including the acceptance or receipt of any funds or deposits in connection therewith. The term “unlawful I nternet gambling,” as used in this section, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb). Section 4 of the Account Terms (Payment of Items) is hereby amended by adding the following provisions: 4.5 Cashing Items. The Bank may, in its discretion, cash Items drawn on an Account when presented by the holder. If a holder who is not a deposit customer of the Bank presents an Item drawn on the Account for cash, the Bank may refuse to cash the Item, or may charge the holder a fee for cashing the Item. 4.6 Signatures. If the Customer establishes an Account which purports to: (i) require two or more signatures on Items drawn on the Account, or (ii) limits the amount for which an Item can be issued, the Customer acknowledges that any such requirements are solely for the Customer’s own internal control purposes. The Customer agrees that, provided that the Bank follows its usual and customary procedures for pr ocessing and paying Items, the Bank will not be liable for paying any Item (a) lacking the required numbe r of signatures, or (b) in an amount exceeding the applicable limit. 4.7 Fraudulent Items. The Bank provides Services to which the Customer may subscribe, such as Positive Pay and Reverse Positive Pay, which are reasonably designed to prevent payment of unauthorized or altered Items. Customer agrees that failure to use such Services wi ll constitute Customer negligence contributing to the making of an unauthorized signature or the alteration of an Item, and the Customer will assume the risk that Items paid against its Account may be unauthorized or altered. In that event, the Cus tomer will be precluded from asserting any claims against the Bank for paying any unauthorized, altered, counterfeit or other fraudulent Items The Bank shall not be required to re-credit Customer’s Account or otherwise have any liability for paying such Items to the extent such Services would likely have prevented such loss. 4.8 Obscured Endorsements. The Customer assumes responsibility for losses that the Customer or the Bank may incur as the result of processing delays caused by the Customer’s: (i) issuance of an Item in such a manner that information, marks or bands on the back of the Item obscure endorsements; or (ii) placement of an endorsement on the back of the Item which obscures other endorsements. 4.9 Negotiation Outside of U.S. If an Item is transferred or negotiated outside of the U.S. and is subsequently sent to the Bank for deposit, collection or payment in the U.S., the Customer shall be deemed to make, to the Bank, the transfer and presentment warranties under the Rules & Regulations, as if such Item were negotiated or otherwise transferred in the U.S. 4.10 Stop Payments. A stop payment Instruction from the Customer will be effective with respect to an Item if: (i) the Bank has a reasonable opportunity to act on such Instruction prior to its payment or encashment, which shall be at least one (1) full Business Day followin g the Business Day on which the Bank received the Instruction; and (ii) the Instruction is in the form required by the Bank, the information is com plete and is delivered to the location designated by the Bank. For purposes of this Section, “B usiness Day” means a day on which the Bank is generally open for business in the jurisdiction where the Account is maintained. Stop payment Instructions, unless otherwise provided, will be valid for one (1) year and will automatically renew up to six (6) additional years unless the Bank receives Customer’s revocation of a stop payment Instruction. The Customer may request, through the Bank’s call center or other authorized representative, a non-renewable stop payment, which will be effective for a period of time agreed to by the Bank. The Bank shall not be liable for any Item properly paid or cashed prior to the effective time of a stop payment request. The Customer acknowledges that a stop payment instruction does not limit or vary its obligation to pay the s ubject Item and, notwithstanding a stop payment instruction, the Bank may properly pay such an item to a person entitled to enforce it. 4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if: the Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee; the payee is a fictiti ous person; the Customer was wrongfully or erroneously induced to issue the Item payable to the stated payee; the deposit of the item was accomplished by an employee entrusted with responsibility for the Item or person working in concert with such an employee; or the Customer or payee failed to act with ordinary care with respect to the Item. The Bank shall not be liable for any loss caused by the alteration or unauthorized signature o r endorsement on any Item issued by the Customer, unless the Customer establishes that the Bank failed to handle the Item with ordinary care, and that such failure substantially contributed to the loss. If the Bank’s failure to act with ordinary care substantially contributed to the loss on the item, the loss shall be allocated between the Customer and the Bank based upon the extent to which their respective failures to exercise ordinary care contributed to the loss. The Bank may process any Item by electronic means and is not required to inspect the Item payed by automated payment processing. 4.12 Non-Standard Items. The Customer assumes responsibility for losses that the Customer or the Bank may incur as the result of Customer issuing Items that do not meet industry standards for Items (including, without limitation, any Item printed without magnetic ink character recognition (MICR), any Item which has a MICR line in a location unacceptable to Bank, or any Item which may be printed on various printi ng devices that allow size or font to vary). Page 436 of 638 PN: 3178051 DOC ID: 2 Page 12 of 81 Section 5 of the Account Terms (Funds Transfer Instructions) is amended by adding the following provisions: 5.4 Foreign Exchange. (d) If the Bank accepts a funds transfer Instruction issued in the Customer’s name for payment from its Account in the Account Cu rrency to a beneficiary account the Bank determines is a Non Account Currency account, the Bank is authorized in its discretion to enter into a foreign exchange transaction to convert the Account Currency funds into an amount of the relevant Non -Account Currency of such beneficiary account and complete the funds transfer as provided in Section 5.4(a) above. 5.6 Funds Transfer by Check. If the Customer, through the Bank’s funds transfer services, requests that payment be made by check, the Customer authorizes the Bank to debit the Customer’s Account on receipt of the Instruction and to issue a check as agent for the Customer in accordance with the Instruction. If the Customer requests the Bank to place a stop payment on the check before the check has been presented for payment, such request must be clearly identified as a stop payment request, including the reference number given for the transaction, and it must be received by the Bank at a time and in a manner designated by the Bank from time to time. If the check is not presented for payment within one hundred eighty (180) days after issuance, the Bank may place a stop payment on the check and transfer the funds back to the Account. 5.7 Credit Entries Received Through Automated Clearing House (ACH) System. Credit given by the Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final payment. If the Bank does not receive final payment, the Bank may revoke the provisional credit and charge back the amount of the entry to the Account, or obtain a refund from the Customer, in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify the C ustomer of the receipt of a payment order or ACH entry for credit or debit to an Account. 5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders. All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. 5.9 Priority/Timed. The Bank will determine the order in which it processes payment orders. If the Customer’s payment order bears the codeword “PRIORITY” in such field as the Bank specifies, the Bank will use reasonable efforts to execute such payment order in advance of the Customer’s standard payment orders. If the Customer’s payment order bears the codeword “TIMED” in such field as the Bank specifies, the Bank will endeavor, but will have no obligation, to process the payment order by the time requested by the Customer within the payment order. For “TIMED” payment orders, funds in the Customer’s Account are reserved by the Bank on the payment value date until processed. For the a voidance of doubt, all payment orders are subject to the Bank’s acceptance, and the Bank will have no liability for failure to process payments by the time requested by the Customer. 5.10 Real Time Payments. Payments received through the Real Time Payment System operated by The Clearing House Payments Company LLC ("RTP System") will be processed pursuant to the RTP Operating Rules and any other applicable Rules & Regulations, to which t he Customer agrees to be bound. If the Customer receives a payment through the RTP System on behalf of another person or entity, such other person or entity must be a resident of, or otherwise domiciled in the United States. In the further transmission of any such payments, the Customer agrees to comply with all applicable US laws and regulations, including, without limitation, those administered by the US Office of Foreign Assets Control. 5.11 Messaging Standards. To the extent there is any inconsistency between a fund transfer financial messaging standard and the governing law set forth in Section 16.1, the governing law set forth in Section 16.1 will govern. Section 6 of the Account Terms (Interest; Fees; Taxes) is amended by adding the following provisions: 6.4 Earnings Credit Account Analysis. (1) The Customer may instruct the Bank to calculate and apply the Earnings Credit Account Analysis service (the “ECR Service”) on eligible Accounts. The Bank will calculate a credit (the “Earnings Credit”) by applying an earnings credit rate (the “ECR”) to all or a portion of the balances held in the eligible Account (the “ECR Balance”). (2) The Bank will apply the Earnings Credit calculated for each billing period as an offset (an “ECR Application”) against fees and charges actually incurred by the Customer during the same billing period for the use of the Bank’s products or services, including, fees and charges related to certain products or services of the Bank and/or its affiliates (the “Charges”). The Bank shall determine the manner and sequence of the ECR Application in its sole discretion. Any excess Earnings Credit remaining after an E CR Application expires immediately and will not be carried forward or backward in relation to the billing period in which the Fees are charged. The Customer remains responsible for paying all remaining Charges after the ECR Application. (3) The Customer hereby acknowledges and agrees that: (i) Earnings Credit is not interest for tax purposes and, unlike interest from a tax perspective, is not and will not be paid by the Bank to the Customer and has no equivalent cash value, (ii) Earnings Credit earned by the Customer may be utilized in an ECR Application against Charges owed by a different affiliate, subsidiary or related entity that agreed to participate in this ECR structure by executing the required terms; and (iii) various branches, subsidiaries and certain affil iates of the Bank may transfer to any other branch, subsidiary or affiliate of the Bank (a) any Earnings Credit earned by the Customer or any of its subsidiaries, affiliates or related entities and/or (b) their respective rights to receive payment in relation to Charges incurred by the Customer or its affiliates, subsidiaries, or related entities who are participating in the ECR Service. (4) The Customer represents and warrants to the Bank that it has made and will continue to make an independent assessment of the legal, regulatory, accounting, and tax implications of entering into this Addendum and the ECR Service, and acknowledges that the Bank makes Page 437 of 638 PN: 3178051 DOC ID: 2 Page 13 of 81 no representation as to how the ECR Service or the Earnings Credit will be interpreted or treated for legal, tax, accounting or any other purpose. (5) The Bank, in its sole discretion, may terminate the ECR Service for any reason immediately. The Customer may terminate the ECR Service at any time upon notice to the Bank, provided, however that the Bank shall have a reasonable opportunity to act upon any termination request. Section 7 of the Account Terms (Account Statements) is amended by adding the following provisions: 7.2 Images Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all examinations and reports of Account activity including errors, as required in this Section. The Bank is not r equired to return paid or cancelled Items with the Account Statement. 7.3 Obligation to Inspect. The Customer must notify the Bank in writing, within a reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of (i) the failure to receive the Account Statement, or (ii) any errors, unauthorized payments, charges, alterations, discrepancies or irregularities reported on the Account Statement (“Errors”). The Customer must notify the Bank in writ ing of any unauthorized, improper, or missing endorsements within six (6) months after the date of the Account Statement on which the Item was reported to have been paid. The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an endorsement or Error and must provide all supporting evidence that the Bank requests. Failure to comply with the time frames set forth abov e shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the not ice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer’s claimed loss and the Customer shall be barred from bringing any action against the Bank. 7.4 Inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of six (6) or more months, the Bank is not required to provide an Account statement until additional activity occurs in the Account. If an Acco unt has no activity other than charges assessed or interest credited by the Bank for a period of twelve (12) or more months, the Customer may be unable to access the Account until the Customer contacts the Bank. 7.5 Advice Services. The Customer may subscribe to Bank services for the delivery of account-related information (“Advices”) to a party designated by the Customer, including information relating to credits and debits to a Customer account, and the return or rejection of c ertain payments. Advices may be sent via SWIFT, electronic mail, facsimile transmission, ordinary mail, telephone, through internet sites, or as otherwise agreed by the parties. The Customer is responsible for maintaining the accuracy of the information that is required for delivery of Advices, including the address, telephone and/or facsimile number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices. Section 10 of the Account Terms (Agents; Information) is amended by adding the following provision: 10.4 Offshoring. Certain services may be performed by Bank or any affiliate, including affiliates, branches or units located in any country in which Bank conducts business or has a service provider. The Customer authorizes Bank to transfer Customer information to such affil iates, branches or units at such locations as the Bank deems appropriate. Bank reserves the right to store, access, or view data in locations it deems appropriate for the services provided. Section 15 of the Account Terms (Account Disclosures) is amended by adding the following provisions: 15.5 Withdrawal Limitations on Certain Account Types. U.S. federal regulations limit the number of pre-authorized or automatic transfers or withdrawals or telephonic/electronic instructions (including check, draft, debit card or similar order payable to third parti es) that can be made from a savings account (including a savings sub-account (as described below) and a money market deposit account) to a total of six (6) per calendar month or statement cycle or similar period. The Customer agrees to comply at all t imes with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into a non-interest bearing demand deposit account, with any attendant changes in pricing and account terms and conditions. Further, the Bank is required by U.S. law to reserve the right to require at least seven (7) days’ notice prior to a withdrawal from a savings account (including a savings sub-account) or an interest-bearing negotiable order of withdrawal account (“NOW Account”). 15.6 NOW Accounts. The Customer, if eligible, may open a NOW Account. There is no limit on the number of withdrawals that the Customer may make from the demand deposit or NOW sub-account. 15.7 Administrative Subaccounts. The Bank is authorized, for regulatory reporting and internal accounting purposes, to divide an Account: (i) in the case of a demand deposit checking Account, into a non-interest bearing demand deposit sub-account and a non-interest bearing savings sub- account; (ii) in the case of a NOW Account, into an interest bearing NOW sub-account and an interest bearing savings sub-account, and, in both cases, to transfer funds on a daily basis between these sub-accounts in accordance with U.S. law at no cost to the Customer. The Bank will record the sub-accounts and any transfers between them on the Bank’s books and records only. The sub-accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account, except as described herein. 15.8 Savings Subaccounts. The Bank will establish a target balance for the Customer’s demand deposit or NOW sub-account, which it may change at any time. To the extent funds in the demand deposit or NOW sub-account exceed the target balance, the excess will be transferred to the Customer’s savings sub-account, unless the maximum number of transfers from the savings sub-account for that calendar month or statement cycle have already occurred. If withdrawals from the demand deposit or NOW sub-account exceed the available balance in the demand deposit or NOW sub-account, funds from the Customer’s savings sub-account will be transferred to the demand deposit or NOW sub-account up to the Page 438 of 638 PN: 3178051 DOC ID: 2 Page 14 of 81 entire balance of available funds in the savings sub-account to cover the shortfall and to replenish any target balance that the Bank has established for the demand deposit or NOW sub-account. If a sixth transfer is needed during a calendar month or statement cycle, it will be for the entire balance in the Customer’s savings sub-account, and such funds will remain in the demand deposit or NOW sub-account for the remainder of the calendar month or statement cycle. 15.9 Branch Designation. The Bank, for its administrative purposes may designate a branch of the Bank as the branch of record of an Account which may be different from the branch at which the Account is opened. This designation requires no action on the part of the Custo mer and will not change the Bank’s operations, Services or customer support. 15.10 No Fiduciary Relationship. Bank’s relationship with Customer concerning the Accounts is that of a debtor and creditor. No fiduciary, quasi- fiduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts. Section 16 of the Account Terms (Governing Law) is amended by replacing Section 16.1 with the following provision: 16.1 Except as otherwise agreed in writing by the Bank and the Customer, the rights and obligations of the Customer and the Bank in respect of each Account maintained in the U.S. shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws rules). Each of the Customer and the Bank irrevocably and unconditionally submits to the exclusive jurisdiction and venue of any State or Federal court sitting in the City of New York, New York over any action, suit, proceeding, claim or controversy arising out of or relating to the Account Terms which includes this Addendum. The rights and remedies of the Bank under this Addendum, the Account Terms, the Account Documentation, the Service Terms, and any other agreement by the Customer in favor of the Bank are in addition to the rights and remedies of the Bank under applicable law (as provided above in this Section), are cumulative and may be exercised successively or concurrently, and are retained by the Bank. Section 16 of the Account Terms (Governing Law) is amended by adding the following provision: 16.4 In the event the Bank is required to remit funds to any state as abandoned property, the Account may be charged for fees in r emitting funds to that state. In addition, the Bank may charge fees in connection with its handling of dormant funds and accounts. Section 17 of the Account Terms (Miscellaneous) is amended by adding the following provisions: 17.15 When the Customer provides the Bank any information requested by the Bank under its “Know Your Customer” or Anti -Money Laundering or other compliance polices pertaining to any natural or other persons, the Customer represents and warrants to the Bank that the Customer has obtained that person’s consent that the Bank may make continued use of that person’s information in order for the Bank to dis charge any of its responsibilities in connection with “Know Your Customer” or Anti-Money Laundering, or other compliance purposes. 17.16 Beneficial Ownership. Customer agrees to adhere to the FinCEN Customer Due Diligence final rule which requires certain entities to provide and certify beneficial ownership information to the Bank at 10% and provide information on a controller when opening a new US D account. The Bank is required to collect and validate certain information (e.g. Name, Address, DOB, SSN or Passport # for non US individua ls) for new accounts impacted by the rule. If an entity is exempt from rule, the Bank may require doc umentation to support the exemption. 17.17 Payable Through Accounts. If the Customer is a bank or financial institution and is not organized under the laws of the U.S., it shall not permit its customers to conduct banking transactions in the U.S. through the Customer’s Account, and shall not provide its customers with check stock, drafts, wire transfer capabilities or any other means which would enable its customers to draw on the Customer’s Account. These types of arrangements are typically called “payable through accounts” and are prohibited under these Account Terms. The Customer acknowledges that the sale of U.S. dollar checks or drafts to third parties is prohibited without the express written approval of the Bank. 17.18 No Advice. The Customer acknowledges and agrees that the Bank has not provided and will not provide any investment, tax or accounting advice or recommendation in relation to the Accounts or any investments made under any Service. 17.19 ERISA Status. The Customer will notify the Bank in writing, reasonably in advance of the Account opening, if any Accounts or monies it holds or places with the Bank are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), together with all the rules promulgated thereunder, or Section 4975 of the Internal Revenue Code, together with all the rules promulgated thereunder. The Bank may, in its sole discretion and subject to such further conditions as it may impose, including, without limitation, execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of funds. 17.20 Additional Representation for ERISA Benefit Plans . (i) If the Customer is or represents a “benefit plan,” as defined in Section 3(42) of ERISA, and U.S. Department of Labor Regulat ions Section 2510.3-101, as modified by Section 3(42) of ERISA (together, the “Plan Asset Rules” and each such benefit plan investor, a “Benefit Plan”), or is acting on behalf of one or more Benefit Plans, the Customer represents and warrants that: (6) the Bank has not or will not provide advice with respect to the services obtained by the Benefit Plan. (7) the Benefit Plan fiduciary (the “Plan Fiduciary”) is independent of the Bank, and is not an individual acting for his or her own Individual Retirement Account, and such Plan Fiduciary is either (a) a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a State or Fe deral agency; (b) an insurance carrier which is qualified under the laws of more than one state to perform the s ervices of managing, acquiring or disposing of assets of a Benefit Plan; (c) an investment adviser registered under the Advisers Act or, if not registered as a n investment adviser under the Advisers Act by reason of paragraph (a)(1) of Section 203A of the Advisers Act, is registered as an investment adviser Page 439 of 638 PN: 3178051 DOC ID: 2 Page 15 of 81 under the laws of the state in which it maintains its principal office and place of business; (d) a broker-dealer registered under the Securities Exchange Act of 1934, as amended; or (e) has, and will at all times have, total assets of at least U.S. $50,00 0,000 under its management or control; (8) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to the Accounts and Services; (9) the Plan Fiduciary is a “fiduciary” with respect to the Benefit Plan within the meaning of Section 3(21) of ERISA, Section 4 975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the receipt of Services by the Benefit Plan; (10) the Bank has not exercised any authority to cause the Benefit Plan to agree to these Account Terms; and (11) the Plan Fiduciary has been informed (a) that the Bank is not undertaking to provide impartial investment advice or to give a dvice in a fiduciary capacity in connection with the Services; and (b) of the existence and nature of the financial interests of th e Bank, as disclosed in the Account Terms and Service Terms. (ii) The representations and covenants in the above clauses are intended to comply with the U.S. Department of Labor’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked or repealed, these representations shall be deemed no longer in effect. 17.21 FDIC Part 370 Disclosure. If the Customer’s Account is eligible for “pass through” deposit insurance from the Federal Deposit Insurance Corporation (the “FDIC”) as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then the Customer acknowledges and agrees that if the Bank becomes insolvent or enters into receivership (hereinafter a “Bank Receivership”), the Customer will: (a) cooperate fully with the Bank and the FDIC in connection with determining the insured status of funds in each A ccount, and (b) provide the FDIC with the information that identifies each beneficial owner and its interest in the funds in each such Account within 24 hours of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR 370.5(b). The information described in (b) must be sent to the Bank in the format specified by the FDIC (see: www.fdic.gov/regulations/resources/recordkeeping/index.html). The Bank shall provide the Customer an opportunity to validate its capability to deliver the information described in (b) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Account can be completed. The Customer further acknowledges and agrees that following a Bank Receivership: (i) a hold will be placed on each Account once a receiver of the Bank is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be r eleased until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for each Account; (ii) its failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against the Customer from the beneficial owners of the funds in the applicable Account; and (iii) failure to provide the data the FDIC requires may result in the applicable Account being frozen until the information is received, delaying receipt of FDIC insurance proceeds. Notwithstanding other provisions in this Agreement, this section survives after the FDIC is appointed as the Bank’s receiver, and the FDIC is considered a third party beneficiary of this section. Page 440 of 638 PN: 3178051 DOC ID: 2 Page 16 of 81 AVAILABILITY POLICY - FOR ACCOUNTS MAINTAINED IN THE U.S. The Bank’s policy is to make funds available to the Customer on the same, next or second business day after the day of deposi t depending on the type of deposit and when the deposit is made as described below. If the Customer will need the funds from a deposit immediately, the Customer should ask the Bank when the funds will be available. A. Determining the Day of a Deposit. If a deposit is made to an account on a business day before the Bank’s cutoff time established for that location (which will be no earlier than 2 p.m. local time), then the Bank will consider that day to be the day of deposit. H owever, if a deposit is made after the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to have been made n o later than the next business day. For determining the availability of deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. Availability with respect to any deposit will be determined by the location of the banking center or other facility where the deposit was received. For deposits made at the Bank’s automated teller machines (ATMs) the cutoff time is 11 p.m. Eastern Time unless otherwise noted on the ATM screen. B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made: • Cash; • Wire transfers; and • Electronic direct deposits to an account. C. Next Day Availability. Funds from the following deposits are available on the first business day after the business day the Bank determines the deposit is made: • U.S. Treasury checks that are payable to the Customer; • Checks drawn on a Bank affiliate that holds the applicable account (excluding a Controlled Disbursement site); and • At least, the first $275 from a day’s total deposits. If the deposit is made in person to a Bank employee, funds from the following deposits are also available on the first busine ss day after the business day the Bank determines the deposit is made: • State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used; • Cashier’s, certified, and teller’s checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center, is used; and • Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Custom er. If a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Availa bility of Other Check Deposits section below. D. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is return ed unpaid. If the Bank reprocesses the check, the funds will become available no later than t he second business day after the business day in which the check is reprocessed. E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited, funds may not be available as set forth above. However, the first $275 of the aggregate deposit will be available on the first business day after the day of deposit. If the Bank is not going to make all of the funds from a deposit available at the times shown above, it will notify the Custo mer and specify when the funds will be available. If a deposit is not made directly to a Bank employee, or if the Bank decides to take this action after the Customer has left the premises, the Bank will mail or otherwise send the notice to the Customer by the business day after the day of depos it. Funds deposited by check may be delayed for a longer period under the following circumstances: • The Bank believes a deposited check will not be paid; • Deposited checks for all of the Customer’s accounts total more than $6,725 in any one day; • The Customer redeposited a check that has been returned unpaid; • The Customer has overdrawn one or more of its accounts repeatedly in the last six months; or • There is an emergency, such as failure of communications or computer equipment. In such circumstances, funds will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation problems may lead to additional delays under certain availability schedules. Customer may have specific availa bility schedules related to a banking service. Page 441 of 638 PN: 3178051 DOC ID: 2 Page 17 of 81 F. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open: • Funds from deposits of the first $6,725 of that day’s total deposits of cashier’s, certified, teller’s, traveler’s and federal, state and local government checks payable to the Customer will be available on the first business day after the day of deposit. The excess ov er $6,725 will be available no later than the ninth business day after the day of deposit. If the deposit of checks (other than U.S. Tr easury checks) is not made in person to one of the Bank’s employees, the first $6,725 may not be made available until the second business day after the day of deposit; and • Funds from all other check deposits will be made available no later than the fifteenth business day after the day of deposit. G. Large Dollar Deposits. The U.S. Federal Reserve Banks will not forward process any Item over $99,999,999.99 and considers such Items as “non-cash items.” Such Items should not be deposited in the Account. If Customer does deposit such an Item, the Bank may refuse t o process such Item or handle it as a collection Item. If handled as a collection Item, Customer credit and availability will be deferre d accordingly. This Availability Policy and availability schedules may be changed without notice. © 2025 JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC. Page 442 of 638 PN: 3178051 DOC ID: 3 Page 18 of 81 V5.7_04_30_25 Consolidated Service Terms J.P. Morgan Chase provides an array of treasury services to meet your business needs. This booklet contains important information about J.P. Morgan Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Commercial Banking Representative. TREASURY SERVICES (UNITED STATES) COMMERCIAL BANK Page 443 of 638 PN: 3178051 DOC ID: 3 Page 19 of 81 Welcome to JPMorgan Chase Bank, National Association (“J.P. Morgan”, “Chase”, or “Bank”). We are pleased that you have decided to maintain a banking relationship with us. This Consolidated Service Terms booklet (“Booklet”) contains the terms and conditions for certa in cash management services (“Service Terms”) J.P. Morgan may provide to you. By executing the Account Terms Acceptance Letter, Certificate Regard ing Accounts, Business Signature Card, service implementation form or similar document, or by using or continuing to use any of the services referenced herein after receipt of this Booklet, you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service terms provided to you from time to time will govern your existing and future deposit accounts maintained with us, in addition to those services that the Bank provides to you, as applicable. This Booklet includes Treasury Services Service Terms applicable to all Commercial Banking customers. All Service Terms are subject to the Bank’s Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, delet ions, and/or additions, will not be binding upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. We look forward to serving your business needs and thank you again for choosing Chase. SERVICES FOR CUSTOMERS A. ACH Origination Service Terms V2.2_10_28_22 B. ACH Transaction Blocking with ACH Positive Pay and ACH Transaction Review Service Terms V1.4_09_27_24 C. Lockbox Service Terms V1.5_05_20_21 D. Coin and Currency Service Terms V1.6_12_06_19 E. Positive Pay Reverse Positive Pay and Payee Verification Service Terms V1.5_01_04_23 F. Controlled Disbursement Service Terms V1.4_10_25_13 G. Image Cash Letter Service Terms V2.0_12_27_23 H. Check Print Service Terms V2.2_10_16_24 I. ACH Tax Payment Service Terms V1.2_04_30_25 J. Remote Capture Services Terms V1.4_07_21_23 K. JP Morgan TS Electronic Channels Service Terms V4.4_01_24_25 L. Healthcare Link Processing Service Terms V1.3_08_25_22 Page 444 of 638 PN: 3178051 DOC ID: 3 Page 20 of 81 SERVICE TERMS – CONSOLIDATED SERVICE TERMS BOOKLET The services described herein (each a “Service”) are subject to the Bank’s Account Terms (as may be amended from time to time ), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms ACH ORIGINATION SERVICE TERMS V2.2_10_28_22 The origination of ACH Entries and the transmission and issuance of other transactions and information will be pursuant to these Service Terms and the Operating Rules and Guidelines (collectively the "Rules") of the National Automated Clearing House Association. Capitalized terms used in these ACH Service Terms, unless otherwise defined in the account documentation or these Service Terms, shall have the same meanings as set forth in the Rules. Customer and JPMorgan Chase Bank, N.A. (the “Bank) agree to comply with and be bound by the Rules as in effect from time to time. 1. Service. Bank provides automated clearing house (“ACH”) origination services that will enable Customer to do one or more of the follow ing: • originate ACH Debit Entries; • originate ACH Credit Entries; and • instruct the Bank to issue or transmit prenotifications, reversals, requests for return, notifications of change or other inf ormation pertaining to the Entries. Origination of ACH Credit Entries and origination of ACH Debit Entries are two separate services and approval or set up for one ACH service does not automatically create the ability to utilize the other. Further, the Customer’s origination of WEB, TEL and IAT Entries r equires additional pre- approval by the Bank; if the Customer attempts to originate such Entries without first obtaining such approval, the Entries m ay be suspended, delayed or rejected pending completion by the Bank of product due diligence, know-your-customer and/or other review as the Bank determines to be necessary in its discretion. The Rules and these Service Terms shall apply to all Entries, whether or not transmitted through an ACH Operator. It is Customer’s responsibility to provide Entries and instructions to Bank with all the necessary information to complete Cu stomer’s requested transactions. Customer agrees to transmit Entries to Bank in the manner, at the times and in accordance with approved media, content and format as agreed by Bank and Customer. Bank may reject or delay processing transactions or information if instructions are not complete or are inaccurate, contain an inactive Company ID or otherwise do not meet the criteria Bank s pecifies for acceptance. All requests to Bank must be received by Bank before Bank’s established cut-off time in order for processing to commence on that ACH processing day. Any request that is incomplete or that Bank finishes receiving after the relevant cut-off time will be processed by Bank on the next day Bank processes ACH transactions. All transactions are subject to acceptance by Bank. Bank will notify Customer of any transactions or other transmissions that are rejected or returned. If Customer wants Bank to re-process those transactions or transmissions, Customer must correct them and re-submit them. Customer agrees to furnish Bank with copies of any authorizations or notifications, if requested, as well as any other information reasonably requested by Bank relating to Entries originated by the Customer. Customer shall provide Bank’s auditors and other personnel with reasonable access at all reasonable times to the Customer’s facilities, data and records relating to the initiation of Entries for the purpose of auditing Customer’s compliance with these Service Terms and the Rules. 2. Security and Data Protection Procedures. All instructions received by Bank in Customer’s name are subject to verification pursuant to mutually agreed security procedures. If Bank follows those procedures, Bank may process and transmit transactions or information in Customer’s name. Unless Customer and Bank both otherwise agree, transmissions to Bank will be authenticated and/or encrypted using commercially reasonable security technologies meeting standards acceptable to Bank. If Customer uses a security procedure other than as described above, Customer acknowledges that Customer refused Bank’s security procedure and chose another and Customer agrees to be bound by any transaction, whether or not authorized, issued in Customer’s name and accepted by Bank in compliance with the security procedure Customer chose. If Customer elects not to utilize recommended message authentication and/or encryption technology, Customer assumes all responsibility for unauthorized disclosure or unauthorized access to Customer’s data that occurs during transmission or while such data is in storage. Customer shall not disclose any Receiver’s account number or routing number to any third party for such third party’s use, directly or indirectly, in initiating a separate Debit. 3. Settlement and Exposure Limits. On the settlement date, Bank will credit Customer’s account with Bank that Customer specifies for the total of: • Customer’s Debit Entries that Bank processed for settlement that day; • RCCs issued for deposit to Customer’s account on that day; and • any returned or reversed Credit Entries. Bank may delay the availability of funds deposited into Customer’s account by Debit Entry or RCC until those transactions cannot be reversed in accordance with the Rules or applicable law. Bank will debit Customer’s account with Bank that Customer specifies for the total of Credit Entries processed in Customer’s name and for any returned Debit Entries and RCCs. Bank may require Customer to pay Bank the amount of any Credit Entries on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. Page 445 of 638 PN: 3178051 DOC ID: 3 Page 21 of 81 Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of Credit Entries and/or Debit Entries and RCCs that Bank will release on Customer’s behalf. Bank may change or cancel the limits at any time without prior notice to Customer; although Bank will try to notify Customer before Bank does that. 4. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the Rules. In the case of an Entry to another account with Bank, warranties will be deemed to be given as of the time Bank first processes the Entry. Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the Rules or the conformity of Entries and other data Bank transmits to the file specifications contained in the Rules. The Customer further represents, warrants and covenants that (a) each Entry and RCC it originates will comply with all applicable U.S. laws and regulations and acknowl edges that Entries may not be initiated that violate the laws of the United States, (b) unless Customer has identified itself to Bank as a Third Party Sender (as def ined in Section 7) and obtained Bank’s express consent to originate Entries as a Third Party Sender, Customer will not originate any Entries, or use any of its Company IDs to originate Entries, on behalf of third parties (including, without limitation, any affiliate of Customer), and (c) Customer will not permit a third party to originate Entries using a Customer account as the offset account unless Customer obtains Bank’s express consent to do so. Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resulting directly or indirectly from (a) Customer’s breach of any warranty made under these Service Terms and (b) compliance by Bank and the RDFI with any request Customer makes for a cancellation, stop payment, reversal or recall of any Entry or any RCC created by Bank under Section 1 hereof. Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry the Bank transmits to the ACH Operator or failure to process or credit or debit any such Entry. 5. Stop Payments; Reversals and Recalls; Rejections. Customer’s instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in acc ordance with Bank’s procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the RDFI. Instructions to reverse or recall an ACH Credit Entry that are not initiated by Customer in time to meet the prescribed NACHA deadline for reversals may be originated by Bank as a Debit Entry; Customer shall obtain authorization from the Receiver in accordance with the Rules for any such Debit Entry and all other terms of these Service Terms applicable to Debit Entries shall apply. Entries or other instructions may not be amended or modified. If Customer originates Debit Entries to an account or accounts at a financial institution that is not a Participating Deposit ory Financial Institution in the ACH system (such account hereafter called a “Non-ACH Eligible Account”), all such Debit Entries will be rejected unless Customer subscribes to a service, subject to Bank’s prior consent, pursuant to which Bank will process each such Debit Entry to a Non -ACH Eligible Account by preparing a remotely created check, as such term is defined in Federal Reserve Regulation CC (an “RCC”), on the Customer’s behalf. The RCC will be drawn in the amount and on the Non-Eligible ACH Account of the individual or entity specified as the receiver in the Customer’s instructions and will be deposited to the Customer’s designated account with Bank, Such RCC will thereafter be processed through the check clearing system. If the Customer is using such service, the Customer hereby authorizes the Bank to create each RCC as described herein and the Cu stomer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn authorized the issuance of such RCC in the amou nt and to the payee stated in the RCC. The Customer authorizes the Bank to debit the Customer’s account for any claim or return based upon an unauthorized RCC. All other terms herein related to Entries shall also apply to RCCs created under this Section. The Bank s hall not create or process RCCs or other paper drafts in lieu of ACH Debits under any circumstances other than for Non-ACH Eligible Accounts and only when the Bank has consented to provide such service, even if the Customer includes an instruction in its file for the Bank to otherwis e originate an RCC or paper draft. 6. Third Party Service Providers. Customer may choose to use a third party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on Customer’s behalf. If Bank accepts such Entries or other instructions, Customer will be bound by them. Customer is responsible for all actions taken or not taken by Customer’s provider and Custom er is responsible for all costs and expenses of Customer’s provider. 7. Notification to Bank if Customer is or Becomes a Third Party Sender. Customer will not initiate Entries as a Third Party Sender or otherwise originate Debit Entries or Credit Entries on behalf or for the benefit of other persons or entities without prior notification to, and approval of, the Bank. Accordingly, Customer will notify Bank if Customer at any time intends to become a Third Party Sender and will not commence and will not commence such activity unless and until Bank approval is obtained. 8. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply wit h all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank’s ACH origination chann els that support IAT origination. Some of Bank’s ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as to which of Bank’s ACH origination channels can be used for IAT origination. If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry Data Instructions and the time the transaction is executed and/or reversed, returned or recalled. Any payment returns and/or reversals will be credited to Customer’s account in the currency in which Customer’s account is denominated, and Customer is responsible for any rate fluctuations. In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States, the rights of Bank and Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the receiving bank’s jurisdiction. Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank’s or RDFI’s review of such Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that IAT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made Page 446 of 638 PN: 3178051 DOC ID: 3 Page 22 of 81 available to the Receiver at the opening of business on the Settlement date; cleared IAT Credit Entries must be made availabl e no later than the Settlement Date of the Entry, but funds are not required to be available at opening of business on the Settleme nt Date. 9. Same Day Entries. The terms set forth in this Section 9 apply to any Same Day Entry, as such term is defined in the Rules, originated by the Customer. From and after the effective date specified under the Rules for Same Day Credit Entries and Same Day Debit Entries (or such o ther dates as may be communicated to the Customer by the Bank), subject to the conditions set forth in this Section 9, any Credit Entry or Debit Entry submitted to the Bank that meets the criteria set forth in the Rules for a Same Day Entry (“Same Day Criteria”) may be processed and released by the Bank in such time and manner as to enable same day processing and settlement by the applicable ACH Operator and RDFI. The Bank may, in its sole discretion, provide the Same Day ACH Service to its customer segments on either an opt-out basis or an opt-in basis. If the Service is provided to the Customer on an opt-out basis, any Credit Entry or Debit Entry transmitted to the Bank in the name of the Customer that meets the Same Day Criteria may be processed as a Same Day Entry (from and after the Respective Implementation Date), and the Customer will be charged applicable fees for such processing. The Customer may elect to exclude transactions from Same Day ACH processing by notifying the Bank in writing (or by such other means as the Bank may specify) of specified Company IDs that the Customer wants to excl ude from Same Day ACH processing even if the Same Day Criteria are met. In such case, the Bank will exclude files/Entries with such Company IDs from the Service. If the Service is provided to the Customer on an opt-in basis, the Customer may request that its originated Entries meeting the Same Day Criteria be processed on a same day basis; otherwise, such Entries will not be processed on a same day basis. As a result of the implementation of the Same Day ACH processing, there may be changes to the posting times for Entries; Same Day ACH Entries as well as Entries originated to accounts of Receivers at the Bank may be posted to Receivers’ accounts earlier than posting was occurring prior to implementation of Same Day ACH processing. Notwithstanding anything to the contrary contained in these Service Terms, certain Bank transmission channels will not provide capability for origination of Same Day ACH Entries or will provide such capability at a later time than other channels 10. Incorporation of Account Documentation; Termination. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Origination Services, Customer agrees to these Service Terms. In addition to Bank’s termination rights under the aforementioned documentation, Bank shall have the right to terminate or suspend these Service Terms and the Services upon notice to Customer in the event of the Customer’s breach of the Rules. Page 447 of 638 PN: 3178051 DOC ID: 3 Page 23 of 81 ACH TRANSACTION BLOCKING ACH TRANSACTION BLOCKING V1.4_09_27_24 WITH POSITIVE PAY AND ACH TRANSACTION REVIEW SERVICE TERMS 1. ACH Transaction Blocking (a) Service. JPMorgan Chase Bank, N.A. (“Bank”) provides a service that allows Customer to block and return ACH debit and credit entries originated to Customer’s account with Bank. Customer can select from a variety of authorization or blocking criteria and advi se Bank in a manner and form acceptable to Bank. Bank will return any blocked transaction indicating that the ACH debit was not authorized or that the ACH credit was refused. (b) Company IDs. If Customer elects an option that blocks or allows ACH debits or credits from specified companies, Customer will be solely responsible for obtaining the correct Company ID for each such Originator. Customer must supply the Bank, through the designa ted user interface, with the applicable ACH Company ID of the Originator as it appears on the Company/Batch Header Record. The Compan y ID will be the sole criterion for blocking debit and credit entries (unless Customer has also set maximum dollar l imits) and Bank will have no obligation to take any other steps to determine the identity of the Originator Customer understands that Company IDs are not unique and that a Company ID may identify more than one Originator, and one Originator may have multiple Company IDs. Customer understands that Company IDs are not a perfect filter and that transactions from O riginators may be blocked or allowed if the Originator uses a Company ID other than the one Customer identifies. Bank will not be respo nsible for transactions blocked or allowed in accordance with the instructions Customer provides for the Company ID. 2. ACH Transaction Blocking with Positive Pay (a) Service. Bank also provides a service that allows Customers who are currently setup on ACH Transaction Blocking to elect an optiona l feature which provides notification to Customers prior to posting or return of any ACH debit entries and/or credit entries identified as unauthorized and/or authorized, regardless of established ACH Transaction blocking parameters set by Customer. (b) Bank will provide such notification to Customer by a method prescribed by Bank, and Customer shall have an opportunity to pro vide instructions to Bank prior to a designated cut-off time (“Cut-Off Time”)s, and in a manner and form acceptable to the Bank, to either (a) allow the debit Entries and/or credit Entries to post rather than returning them (where the Customer’s Block Profile rule spe cifies return of such Entry), or (b) return the debit Entries and/or credit Entries instead of allowing them to be proc essed (where the Customer’s Block Profile rule specifies processing of such transactions). If the Customer does not provide such instructions prior to such designated cut-off time or if an Entry with a same day effective date is received after such designated cut-off time, Bank will disposition such Entries in accordance with the Customer’s established ACH Transaction Block Profile rules (c) Additionally, Customer may provide instructions to Bank prior to a designated Entry cut -off time, and in a manner and form acceptable to the Bank to add allowable or non-allowable IDs to their ACH Transaction Blocking profile rule directly from transactions details presented for decisioning. (d) Settlement and availability of funds may be delayed as a result of an ACH transaction held until the Cut-Off Time. 3. ACH Transaction Review (a) Service. Bank provides a service that allows Customer to review ACH debit and credit entries originated and posted to Customer’s account with Bank and to instruct Bank to return some or all of these transactions. Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and/or credit transactions it wishes to review or Customer may elect to review all incoming ACH transactions subject to Section 3(d) below. (b) Review and Return Process. Based upon the filter criteria selected by the Customer, ACH transactions meeting that criteria will be made available for Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer’s account. The details provided by Bank for each entry will include account number, dollar amount, company ID, receiver’s name, standard entry class code and settlement date. (c) Customer shall advise Bank by means of an agreed upon transmission method not later than Bank’s designated cut -off time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that Customer wis hes to return. Bank is entitled to rely on any instructions which it receives and which it reasonably believes to be genuine. Bank shall re turn all such transactions and make corresponding adjustments to the Customer’s account to which the transactions had been posted. All transactions reported to Customer as to which Bank does not receive a timely return instruction from Customer will remain posted or be returned based on the Transaction Review profile default decision setting established by the Customer. (d) Certain Reviewed Transactions Maybe Returned/Posted Despite Instructions. Certain transactions reviewed and approved by the Customer may nevertheless be returned by the Bank. This will happen if (i) there are insufficient funds in the Customer’s account to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction, or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank; these include ACH debits or credits to the Customer’s account that the Bank posts pursuan t to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. Page 448 of 638 PN: 3178051 DOC ID: 3 Page 24 of 81 4. ACH Transactions Not Subject to ACH Transaction Blocking, ACH Transaction Blocking with Positive Pay or ACH Transaction Review. Notwithstanding anything to the contrary in these Service terms, the following types of ACH transactions will not be made available for Customer’s review and decisioning: • debits or credits to Customer’s account to offset any ACH entries originated by Customer through Bank ; • reversals of previously received ACH entries. • returns or reversals by the RDFI of ACH entries originated by Customer through Bank; • reclamation entries; • debits or credits to Customer’s account initiated by Bank or Bank’s agent or affiliate to correct processing errors, effect b ack valuations, make other adjustments, or to comply with legal requirements or for fees or charges Customer owes Bank or Bank’s affiliates; and • if Customer is also subscribing to the ACH Transaction Blocking service, any transactions blocked and returned pursuant to th at service. 5. Incorporation of Account Documentation. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Transaction Blocking and/or Transaction Review Services, Customer agrees to these Service Terms. Page 449 of 638 PN: 3178051 DOC ID: 3 Page 25 of 81 LOCKBOX SERVICE TERMS V1.5_05_20_21 JPMorgan Chase Bank, N.A., organized under the laws of U.S.A. with limited liability (the "Bank"), will provide the Customer with the Lockbox Service (as defined below) in accordance with the terms and conditions set forth in these Lockbox Service Terms (“Service Terms”). The provisions of the Bank’s account documentation, including terms and conditions governing the operation of business accounts and services and other app licable service terms as may be amended from time to time (collectively, the “Account Documentation”) and the Statement of Work (as defined below) are incorporated into these Service Terms by reference and form a part thereof. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms will prevail. By acknowledging or signing the applicable Account Documentation o r by using or continuing to use this Service, Customer agrees to these Service Terms. 1. Lockbox Service. The Bank shall provide the Customer remittance processing and deposit services as described in these Service Terms (the “Service” or “Lockbox Service”) to support its accounts receivables business needs. Through this Service, the Customer’s remittances are sent to a designated post office box (“Post Office Box”) and/or delivered to or via courier to the designated Bank location by the Customer. The Bank will maintain the Post Office Box for the Customer's remittances and will have unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service. The Bank may direct the Customer to include specific codes or formats within its assigned addr ess in order to ensure mail is identified correctly. The Customer is responsible for ensuring its customers’ payments to Customer are properly addressed in order to prevent delays in processing. Customer agrees not to send cash to the Bank in connection with the Lockbox Service. The Bank will collect all mail from the designated Post Office Box and deliver it to the Bank’s lockbox processing site(s). T he Bank will open the mail, process the remittance information and process the checks or cheques (collectively, “checks”) eligible for this Service (the “Items”) in accordance with the Customer’s instructions and the Statement of Work and/or Service Guide (as such terms are defined below), if applicable. Upon completion of the remittance processing work, Bank will image the eligible I tems and process them for credit to the Customer account or process for collection the Items received, except: (i) Items which the Customer has instructed the Bank in writing, and the B ank has agreed not to process; (ii) Items which the Bank believes shoul d receive the Customer's special attention; (iii) Items for which the Customer is not the payee, unless (x) the Customer has instructed the Bank to accept all payees or (y) the Customer has provided proper authorization to process for credit or collection of such Items; and (iv) any other matter or merchandise received (collectively, “Remittance Processing”). The Bank will not p rocess such excepted Items or other matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale tra nsactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or a ny chargeback. The Bank assumes no liability for any matter or merchandis e received through the Post Office which is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by the Bank to exercise or dinary care. The Customer irrevocably appoints the Bank (and all persons the Bank designates in connection with the Lockbox Service) to endorse Items with the Customer’s name. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank and shall be deemed to make all of the warranties of a transferor of such Item under applicable law. (a) The Customers requiring “Caller Service” or “Business Reply Mail Service” (as such terms are used by the United States Postal Services (“USPS”)) or any similar service at the USPS or Canada Post Corporation (“CPC”) for remittance collection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the USPS o r the CPC, as the case may be, and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer’s failure to pay the USPS or the CPC, as the case may be, for such services or any other ac tion taken or not taken by the USPS or the CPC, as the case may be. (b) The Bank may, at its sole discretion, provide the Customer additional optional Services including, without limitation, Decisi on Manager (as defined below), non-deposit remittance Items (i.e., the Bank will process and deposit only Items that meet the Customer directed rules for deposit), early transmission of remittance data, customized grouping and sorting of Items (i.e,, the Customer instructs the Bank to further group and sort the contents of its mail according to criteria specified by the Customer) and imaging and additional data capture requirements of remittance data to create customized transmission files and reporting (collectively, the “Value Add Services”). The Customer shall submit to the Bank a completed implementation requirements document (the “Statement of Work”) instructing the Bank to perform the Value Add Services agreed to by the Customer and the Bank. The Customer may receive user guides and other materials (“Service Guides”) setting forth the terms and conditions upon which such Value Added Services shall be provided to the Customer by the Bank. The Customer acknowledges and agrees that Remittance Processing and, if applicable, the provision of Value Add Services (collectively, “Pre -Deposit Processing”) may result in Items not being deposited until completion of such Pre-Deposit Processing in accordance with Customer’s instructions. Decision manager (“Decision Manager”) is an exception workflow tool to which clients can subscribe. Upon the Bank’s review of the mail and remittance information for Items that do not meet a Customer’s specified requirements for deposit (e.g., check and invoice amounts do not match, inc orrect payee name, incorrect amount, etc.) or reported as processing exceptions (“Exception Items”), the Bank will notify the Cus tomer of such Exception Items by posting such Exception Items on a designated website or application. The Customer must communicate its decision for Exception Items within the deadline indicated in the Statement of Work. The Customer agrees that the Bank shall not deposit such Exception Items until the Bank receives an instruction from the Customer. If the Customer fails to provide an instruction within the timeline speci fied, the Bank will either return the Item unprocessed to the Customer or follow the default instruction specified in the Statement of Work. (c) If the amount of an Item written in words and figures differ, the Item will be processed for amount written in words. If the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in figures, and the Customer has requested, and the Bank has agreed, to process such Item for the amount written in figures, the Item may be processed for the amount written in figures. In the event the Bank processes the Item for the amount written in figures, the Customer indemnifies the Bank for any claim which may arise from that action. (d) The Service is limited to Items drawn on domestic banks so to the extent the Bank notices that any Items drawn on foreign ban ks have been deposited, such Items shall be forwarded to the Customer as unprocessable; provided, however, upon Customer’s reque st, but at the sole Page 450 of 638 PN: 3178051 DOC ID: 3 Page 26 of 81 discretion of the Bank, the Bank may process or collect foreign checks on behalf of Customer subject to terms and conditions in the Account Documentation. 2. Availability Schedule. The Bank will deposit eligible Items to the Customer’s designated deposit account in accordance with the Bank’s Availability Schedule provided to the Customer. The Customer agrees that Items that require special handling may receive delayed availability. 3. Returned Items; Re-presentment. If any Item is rejected, reversed, or returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account, the Bank will charge back that Item, together with any fees or other amo unts allowed on such claims or for returned Items, against the Customer Account, regardless of whether such debit causes an overdraft to the Customer Acc ount. If, however, the Bank has been instructed in writing by the Customer to re-present Items which have been dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so automatically and without notice to the Customer, and the Bank rese rves the same rights to debit the Customer Account should any such Items remain unpaid after the re-presentment. 4. Original Documents; Image Storage. Unless the Bank has agreed otherwise, the Bank will image all Items and associated remittances and retain original documents on site for no longer than fourteen (14) days. All original documents will be destroyed fourtee n (14) days after processing. The Bank will store Imaged Items for a period of seven (7) years from the date of the applicable transaction regardless of any additional imaging service requested by the Customer If the Customer elects, the Bank will provide images of the Items ("Imaged Items") received together with images of related documents ("Imaged Documents"), through a delivery media ("Delivery Media") at the intervals agreed up on between the Bank and the Customer. If the Customer elects storage of Imaged Documents, the Bank will store Imaged Documents for a period of thirty (30) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction, per t he Customer’s selection. If the Customer elects to image and not store Imaged Documents with the Bank, such images will be delivered to the Customer through the Delivery Media 5. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing Imaged Items, Imaged Documents and lockbox transaction data. The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or data which are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that once it has accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to the Imaged Items, Imaged Documents and lockbox transaction data. 6. Accuracy; Legibility. The information delivered to the Customer through the Delivery Media will be the same as the information in the data entry file provided to the Customer for the applicable time period. If the data entry file contains errors, those errors will also occur on the Delivery Media. The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documen ts and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank, and it reserves the right to review and approve sample remittance items for legibility prior to providing this Service. The Customer is responsible for reviewing images obtained through the Delivery Media and to promptly notify the Bank of any images that are not clear. 7. Disclosures. As between the Customer and the Customer’s clients, if applicable, certain payments collected hereunder may be subject to various cut-off times and payment deadlines (the “Disclosures”). The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same. The Customer is responsible for ensuring that the processing and payment cut -off times established by the Bank are in compliance with the Disclosures and the Customer’s responsibilities under applicable laws and regulations. Page 451 of 638 PN: 3178051 DOC ID: 3 Page 27 of 81 COIN AND CURRENCY SERVICE TERMS V1.6_12_06_19 I. SERVICE JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer with one or more of the coin and currency services listed below (each a "Service") in accordance with the provisions set forth in these Service Terms. The provisions of the Bank’s account documentation, incl uding terms and conditions governing the operation of business accounts and services as well as other service guides or material (the “Accoun t Documentation”) are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use any of these Services, the Customer agrees to these Service Terms. II. CASH ORDERS 1. Cash Orders. The Customer may issue written instructions to the Bank to release United States coin and currency (“Cash”) to an armored courier service (the “Courier”) as designated by the Customer in accordance with the Bank’s guidelines (“Cash Order”). The Customer acknowled ges that Cash Orders can be transmitted to the Bank only during such time as set forth in the guidelines. The Bank is authorized to debit the account of the Customer designated in the Cash Order for the amount of a Cash Order (the “Cash”). If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of the Bank’s branch locations by issuing a check to debit the Customer’s account at the Bank or as a “cash for cash” exchange. If there are insufficient funds in the designated account, the Bank is authori zed to refuse the Cash Order, to fill a partial Cash Order, to debit the designated account even if such debit causes an overdraft, or to debit any other account of the Customer at the Bank. 2. Cash Limits. The Bank and the Customer may agree to the amount of Cash that may be delivered pursuant to a Cash Order (“Cash Limit”). 3. Discrepancies for Cash Orders. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin d iscrepancy is identified, the Customer may contact Cash Services Customer Support at 888-872-0517 to request a Cash Order Claim Form. The completed form and proper documentation must be sent to the Bank and post marked within 48 hours of receipt of the Cash Order. Any clai ms post marked after the 48 hour period may be denied and the Customer will have no right to request or receive an adjustment after such time period. 4. Cancellations and Amendments. A Cash Order may be cancelled by the Customer telephonically, electronically or in writing by a person the Bank reasonably be lieves to be authorized to act on behalf of the Customer and only if the cancellation is received within a reasonable time before t he Cash is delivered to the Courier (“Cancellation”). A Cash Order may only be amended telephonically and the Bank will not be responsible for any c hange in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate Cash being delivered. 5. Notice of Rejection. If the Bank rejects a Cash Order, it will promptly notify the Customer of the reason. 6. Notice of Execution. The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of notification of the execution of a Cash Order, the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer, the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest. 7. Security Procedure. The Customer must place a Cash Order using a touch-tone telephone, or other electronic communications device mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer which identify the Customer and the locat ion (collectively, “Codes”). The Customer agrees that use of Codes constitutes a security procedure for verifying the authenticity of a Cash Order as being that of the Customer (“Security Procedure. The Customer and Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detecting any error in the transmission or content of any Cash Order or Cancellation an d the Security Procedure is not intended to detect any such error. No agreement or instruction of the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms or in a writing signed by the Customer and th e Bank. These Security Procedures do not apply to Cash Order requests made by the Customer at one of our branch locations when the Customer is making a “cash for cash” exchange or issuing a check to debit the Customer’s account at the Bank. 8. Geographical Limitations for Cash Orders. The Customer represents and warrants that all Cash Orders will be used by Customer in its normal course of business at the Customer’s store/office locations in the United States. Page 452 of 638 PN: 3178051 DOC ID: 3 Page 28 of 81 III. CASH DEPOSITS 1. Standard Courier Service. The Customer may deliver and pick up shipments of cash or checks to or from the Bank by using the services of a courier that has been authorized by the Bank, who will act solely as the Customer’s agent. The courier must comply with the Bank’s guidelines, as a mended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Ba nk will use reasonable efforts to promptly notify the Customer. With regard to the Customer's couriers, the Customer is responsible for any individual's actions while at the Bank's facilities including theft, property damage, intentional crimes and any other act or omission eve n if such actions would be considered outside the scope of their employment and whether the individual is impersonating an employee of the courier if the Bank has followed its customary procedures for identifying the individual. 2. Deposit Presentment and Processing for Standard Courier Service. With regard to deposits delivered to one of the Bank’s vault areas, the Customer must deliver deposits in sealed tamper-proof plastic security deposit bags that meet the standards described in the Bank’s guidelines and contain only cash, coin and checks. T he bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer’s authority to redeem food stamps. The Ba nk will open the bags and process the deposits. a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag, nor is any telephonic or other acknowledgment of a deposit of which the Customer notifies the Bank by telephone or by electronic means. b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept your deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt, but will provide the Customer with a receipt showing the amount indicated the Customer’s deposit slip. This receipt is not an acknowledgment of the contents of any bag. 3. Courier Service through the use of a Smart Safe or Recycler Machine. The Customer may use the services of a courier that has been authorized by the Bank, who will act solely as the Customer’s agent. The courier must comply with the Bank’s guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. The Customer will receive provisional credit only for Cash placed in Deposit Cassette (as defined below) component of the machine. The Customer’s courier is authoriz ed to transmit the Cash information only with regard to the Deposit Cassette component of the machine to the Bank on the Custome r’s behalf and the Bank, upon receipt of such data transmission, will provide provisional credit to the Customer’s designated account. T he courier will deliver the Cash to the Bank as directed by the Bank at the Customer’s expense. The Customer authorizes the Bank to instruct the courier to pick up any Cash for which the Bank has given provisional credit at any time at the Customer’s expense. For purpose of these Service Terms, “Deposit Cassette” is the component of the machine whereby the Customer places Cash into such component and only the courier is able to access such Cash once it is placed in the Deposit Cassette. 4. Deposit Presentment and Processing Courier Service through the use of a Smart Safe or Recycler Machine. The Customer agrees that once the Cash is in the Deposit Cassette component of the machine, the Customer no longer has any ownership, control or rights with regard to the physical Cash and that the Bank is authorized to rely upon the transmitted information f rom the Customer’s courier with regard to deposits or adjustments to the Customer’s deposit account with the Bank. Once the Customer’s courier has completed the verification of the Cash from the Deposit Cassette component of the machine and has transmitted the deposit/adjustment in formation to the Bank, the Cash is then placed into the Bank’s inventory at the courier’s location. In the event of a dispute related to the amount credited to the Customer’s deposit account, the Customer will initiate its claim and request for an investigation with its courier. 5. Revocation of Provisional Credit. The Customer agrees that the courier will pick up the Cash from the Smart Safe, deliver it to the vault and complete the verification process at least every seven (7) calendar days (or as otherwise agreed to by the Bank). In the event the courier does not retrieve the Cash from the Smart Safe for whatever reason, within such time frame, or otherwise deliver the Cash to a vault location, Customer authorizes the Bank to revoke the provisional credit given to Customer’s designated account at the Bank’s discretion and without prior notice, even if doing so creates or increases an overdraft. 6. Discrepancies. All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer, the receipt provided to the Customer or its agent upon initial presentment or the transmission received from the courier on the Customer’s behalf, the currency will be re-counted for discrepancies over the minimum amount specified in the Cash Vault Services Product Guide, the “Threshold” amount, the Customer’s representative designated in the service implementation questionnaire will be notified of the adjustment, and an adjustment fee will be charged. If the discrepancy is in the Threshold amount or less, the Bank will not adjust the Customer’s account, the Bank will retain the discrepancy amount, and no adjustment fee will be charged. The Bank’s determination and records as to its receipt of any bag and as to the contents of any bag is conclusive and binding on the Customer. Page 453 of 638 PN: 3178051 DOC ID: 3 Page 29 of 81 7. Geographical Limitations for Cash Deposits. Cash Deposits must be delivered to the Bank by Customer’s courier and from Customer’s physical store/office locations in the United States. Cross-border cash deposits (i.e., cash brought into the United States from outside the United States) are strictly prohibited 8. Relationship upon Delivery of Bags. Until the Bank counts or re-counts the contents of the bags and enters a final credit to the Customer’s account. The Bank is not responsible any claimed contents of the bags. The Customer should not include anything in a bag other than Cash and its deposit slip, and the Bank shall have no responsibility or liability if there is any other property included or claimed to have been included in a bag. 9. Deliveries to an Unattended Facility. If the Bank agrees to allow the Customer to use one of our unattended facilities (including but not limited to a night depository or commercial ATM) the Bank may provide the Customer with an access device (such as a key or card that may require a Personal Identificatio n Number (“PIN”). The Customer must return all access devices to the Bank upon the Bank’s request. The Bank will process any deposits delivered to an unattended facility as provided for in the Bank’s guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bags. While the Customer or the Customer’s designated courier agent is physically present at one of the Bank’s unattended facilities, the Customer is a licensee only and the Bank has no respons ibility for the safety of the Customer or its Courier while at such facility. 10. Liability at Unattended Facility. The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer’s responsibility to verify that its bags have dropped down completely into the facility and the Customer agrees that it will not leave any bags i n any facility that does not appear to be operating properly. The Bank will not be liable to the Customer if any unattended facility, tele-entry or online system is closed or otherwise unavailable for use at any time Page 454 of 638 PN: 3178051 DOC ID: 3 Page 30 of 81 POSITIVE PAY, REVERSE POSITIVE PAY AND V1.5_01_04_23 PAYEE VERIFICATION SERVICE TERMS JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer, in accordance with the provisions set forth in these Positive Pay, Reverse Positive Pay and Payee Verification Service Terms (these “Service Terms”), with one or more of the services listed below (each a "Serv ice") that help prevent check fraud on deposit accounts by identifying discrepancies between checks (“Items”) presented to the Bank for payment from the Customer’s demand deposit account associated with the Service (the “Account”) and those Items that are issued by Customer. The provisions of the Bank’s account documentation, including terms and conditions governing the operation of business accounts and services as well as other serv ice guides or material (the “Account Documentation”) are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use any of these Services, the Customer agrees to these Service Terms. 1. Services. With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares such information to Items being presented for payment. With Reverse Positive Pay, the Bank sends the Customer information on Items that have been presented f or payment. and the Customer does its own comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes pa yee name information, and the Bank compares such information against the payee names on Items that have been pr esented for payment. As a condition precedent for receiving Payee Verification, the Customer must be receiving Positive Pay in connection with the same Account. 2. Issuance Information. The following information is defined as “Issuance Information” for each Item: (i) Account number on which the Item is drawn; (ii) Item serial number; (iii) dollar amount; (iv) issue date (not as part of Reverse Positive Pay); and (v) for Payee Verification only, the payee name. For Positive Pay and Payee Verification, the Customer must provide the Bank the Issuance Information by the banking day on which the Customer issu es Items by means of a mutually-agreed-upon transmission method. With Positive Pay, the Bank will compare items (i), (ii) and (iii) (and, in the case of Payee Verification, item (v)) of the Issuance Information with the applicable information from the Items presented to the Bank for payment against the Account. If Customer has properly set up an issue date limitation, then Bank will compare the date the Item has been paid with the issue date in the Issuance Information. For Reverse Positive Pay, the Bank will provide the Customer access to the Issuance Information, a nd the Customer will compare such information with the Items Customer has issued. 3. Discrepancies. For Positive Pay and Payee Verification, if an Item is presented to the Bank for which it has not received timely Issuance Information or that contains information different from the Issuance Information for that Item, the Bank will notify the Customer by means of a mutually agreed upon method, by the designated time of the Banking Day following the Banking Day the Item is presented to the Bank for payment. If Customer f ails to provide the Issuance Information (including, in the case of Payee Verification, the payee name) in the file format required by the Bank, the Bank will not be liable for failing to detect any discrepancy between the Item and the Issuance Information or for processing and payment of such Item. The Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment (“Presentment Decision”). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision is requested, the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide access to the Issuance Information to the Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is n ot authorized for payment, and in the event that the Customer fails to timely inform the Bank as required, t he Bank is authorized to pay such Item(s) unless otherwise agreed by the Customer and the Bank. The Bank is entitled to rely on any Instructions by the Customer which it rece ives and which it reasonably believes to be genuine. If a Customer attempts to change an Instruction previously given by sending an email or other message to the Bank, the Bank may, but has no obligation to, act upon such change request. “Banking Day” means any day other than a Saturday , Sunday or other day on which Bank is or is authorized or required by law to be open for business. 4. Payee Verification Additional Terms. For Payee Verification, Customer acknowledges that Items which have been converted to ACH transactions prior to being present ed for payment will not be eligible for this service and the payee name information will not be compared to the Issuance Informatio n for Items that have been converted to ACH transactions. The Bank reserves the right to set a threshold amount for Items (as may be revised by the Bank from time to time) to be reviewed under the Payee Verification service (the “Threshold Amount”). The Items below the Threshold Amount will be handled according to the standard Account Documentation governing the Customer’s Account; however, Customer will not be liable for such Items if the discrepancy would have otherwise been detected under this Service. With regard to Payee Verification, the Bank will compare the payee name provided in the Issuance Information to the payee lines contained in the name/address block identified on the Item (presented as provided for in the Bank’s set-up requirements) and will otherwise be limited to those parameters specifically agreed to by the Customer and Bank. Customer understands that Bank will not be liable to Customer (i) for any discrepancy in the payee name if the discrepancy was not detected due to the check stock or the print format of the Item not passing the Bank’s testing (including, without limitation, with respect to the payee name placement) or (ii) for any discrepancy in the payee name if the payee name was handwritten on the Item. 5. Voided Items and Stop Payments. For any Item listed on Customer’s Issuance Information which Customer decides it no longer wishes to pay: (a) if the Item is physically in the Customer’s possession, Customer may place a void notice in the Issuance Information for such Item, or (b) if the Item is no longer physically in its possession, the Customer must place a stop payment request with the Bank in accordance with the Bank’s requirements and the A ccount Documentation. If the Customer does not place a stop payment request for an Item not physically in Customer’s possession as set forth in (b) Page 455 of 638 PN: 3178051 DOC ID: 3 Page 31 of 81 above and instead places a void notice, Customer agrees (i) that Bank may debit the Customer’s account for the payment of suc h Item and (ii) that Customer will be liable to Bank for any damages Bank may suffer as a result of the Customer’s failure to place a stop payment on such Item. 6. Item Payment. The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards, in no event shall the Bank be obligated to inspect any Item for the presence or authenticity of any signature or to determine whether any signature is authorized. The Customer acknowledges that the Bank’s adherence to these procedures in these terms, in lieu of signature examination, wil l constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account. 7. Over the Counter Presentment and Encashment. The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank’s branch locations. If an Item is presented for encashment or deposit at one of the Bank’s branch locations at the teller line and the account is under the Positive Pay or Payee Verification Service, the Customer authorizes the Bank to pay such Item at the teller line based upon the Issuance Informatio n. If an Item is presented for encashment at one of the Bank’s branch locations at the teller line and the account is under the Reverse Positive Pay Service, (i) the Customer authorizes the Bank to pay such Item pursuant to the Bank’s policies and procedures for encashment, (ii) Customer as sumes the risk of any loss that would have been prevented through the use of Positive Pay or Payee Verification services; and (iii) Customer agrees to unconditionally release, indemnify and hold harmless the Bank against any and all liability loss or claim relating to an Item being cashed or returned over-the- counter. The Bank may charge a person who cashes an Item drawn on the Customer’s Account a fee at the time of encashment. 8. Non-Standard Items. The Service(s) shall not apply to any Item that does not meet the Bank’s set -up requirements for Items to be eligible for the Services (including, without limitation, any Item printed without magnetic ink character recognition (MICR), any Item which has a MICR line in a location unacceptable to Bank, or any Item which may be printed on various printing devices that allow size or font to vary) (“Non -Standard Items”). Customer acknowledges that (i) the use of Non-Standard Items may increase the likelihood of fraud, such Non-Standard Items may not be accepted for deposit at financial institutions, and the use of Non-Standard Items may lead to processing delays in the failure of such Non-Standard Items to systemically be matched to the Issuance Information at the time they are presented to the Bank for payment, and (ii) the use of Non-Standard Items may result in the Bank’s fraud protection services not being able to operate as designed such that Non -Standard Items may not be able to be returned within the legal timeframe. Customer acknowledges that Non-Standard Items may be treated as non-cash items for purposes of Regulation CC. Customer agrees that the Bank may, without liability to Customer, refuse to deposit any Non-Standard Item, including, without limitation, refusing to accept the deposit at any of the Bank’s branch locations. Customer agrees that Customer’s decision to use Non-Standard Items which result in the inability to meet the formatting standards required by the Bank’s Service(s) to operate as designed (systemic matching of the Issuance Information to the Item at the time it is presented for payment) constitutes negligence contributing to the making of an unauthorized signature and/or a material alteration of the Item (collectively “Unauthorized Item”) in situations where a Non-Standard Item is paid against the Customer’s account that the Customer claims is an Unauthorized Item, (a) Customer assumes the risk of loss to the extent that such Service(s) would have detected the Unauthorized Item if it had used check stock that met the Bank’s formatting requirements, (b) Customer shall not claim ag ainst the Bank, and the Bank shall have no obligation or liability to Customer to recredit any such account for any such loss, and (c) the Bank will hav e exercised ordinary care if it pays an Item drawn on any Customer account based upon industry standards without any further inspec tion of any such Item, even if it is an Unauthorized Item. 9. Incomplete Activations and Service Suspensions. Customer agrees that the Bank shall have no obligation or liability to Customer in accordance with these Service Terms (i) in the event the Services are suspended by Bank in accordance with the Account Documentation; or (ii) prior to Customer taking all required steps to fully implement the Services (including, without limitation, Customer’s final activation of the Service [i.e., actioning “pending positive pay”] on the applicable Bank electronic channel). Customer also understands that it may be billed for the Services notwithstanding that it has not taken all required steps to fully implement the Services. Page 456 of 638 PN: 3178051 DOC ID: 3 Page 32 of 81 CONTROLLED DISBURSEMENTS SERVICE TERMS V1.4_10_25_13 1. Service. JPMorgan Chase Bank, N.A. (the "Bank") will provide you (the “Customer”) with controlled disbursement services (the “Service”) in accordance with the provisions set forth in these Service Terms. The provisions of the Bank’s account documentation, including account terms and conditions governing the operation of business accounts and services and other service terms (“Account Documentation”) are incorporated into these Ser vice Terms by reference. By signing the applicable Account Documentation (as may be amended, modified or s upplemented from time to time) or by using or continuing to use the Service, the Customer agrees to these Service Terms. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. 2. Controlled Disbursement Account. Each controlled disbursement account (“Controlled Disbursement Account”), except as set forth herein, shall be opened and mai ntained in accordance with the Account Documentation. Customer agrees that if it fails to utilize one of the Bank’s positive pay s ervices on the Controlled Disbursement Account, that failure will constitute Customer negligence contributing to the making of any unauthorized signature and Custom er assumes the risk that checks or drafts (“Items”) presented against the Controlled Disbursement Account may be forged or altered, to the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled Disbursement Account which would otherwise generally have been returned under such positive pay services. 3. Payment of Items. Bank, on each banking day, will advise Customer of the total amount of Items drawn against the Controlled Disbursement Accoun ts that are presented for payment, on that day, to the Bank by a Federal Reserve Bank or another depository institution pursuant to a same-day settlement arrangement. Bank will honor Items which are properly payable, but shall have no obligation to pay any Item should sufficient immediately available funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Terms and the Account Documentation. 4. Over-the-Counter Presentment. Bank may, without liability to Customer, refuse to pay any Item presented for encashment at any of the Bank’s branch location s. 5. Funding Account for Controlled Disbursement. Customer will maintain with Bank a designated account for purposes of funding the Controlled Disbursement Account, or the fun ding account may be maintained at an affiliated bank or other financial institution (the "Funding Account"). Customer authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit may bring about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately available funds. Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account. 6. Media. Bank will transmit to Customer, by the transmission method or media agreed to by Customer and Bank, information regarding Customer’s Controlled Disbursement Account. 7. Routing Transit Number. Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. Customer acknowledges that if it fails to use such designated controlled disbursement account rout ing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer. 8. Financial Condition. In the event of the deterioration of the financial condition of the Customer, as determined in the Bank’s sole discretion, th e Bank may immediately terminate the Service, any Service feature, and/or may convert any Controlled Disbursement Account to a stand-alone demand deposit account without prior notice to the Customer. 9. Third Party Usage. Customer agrees that it will not permit a third party to write checks on or otherwise issue payment transactions or instructions on Customer’s Controlled Disbursement Account. Customer agrees to indemnify and hold Bank harmless from and against any and all actions, claims, demands, losses, liabilities or expenses whatsoever, including attorney’s fees and costs, resulting directly or indirectly from Customer ’s breach of this Section 9. This indemnity shall survive the termination of these Service Terms. Notwithstanding anything to the contrary, Customer acknowledges that, i f Customer breaches this Section 9, Bank may immediately terminate this Service or any Service feature upon notice to the Customer Page 457 of 638 PN: 3178051 DOC ID: 3 Page 33 of 81 IMAGE CASH LETTER SERVICE TERMS V2.0_12_27_23 1. Service. JPMorgan Chase Bank, N.A. (the “Bank”) which may include designated agents of the Bank, will provide Customer with image cash letter services for Checks as defined below (the “Service”) in accordance with the provisions set forth in this document (the “ Service Terms”). The provisions of the Bank’s account documentation, including account terms and conditions governing the operation of business acc ounts and services and the ACH Origination Service Terms as may be applicable (“Account Documentation”) are incorporated into these Service Terms by ref erence. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. 2. Transmission and Processing. Customer shall provide through its own methods or devices the captured check images and check data from the Check, including the magnetic ink character recognition formatting (MICR) information through electronic transmissions (the “Transmissions”) in the format and specifications required by the Bank’s File Standards and within the cut-off times provided by the Bank. Customer authorizes Bank to process the Transmissions as substitute checks, electronic images or photos in lieu, as may be applicable for further clearing through any other financial institution, clearinghouse or Federal Reserve Bank. If the Customer is eligible and has chosen to have Checks processed as ACH transaction s, Bank will convert eligible Checks to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. Customer agrees that it is solely responsible for the creation and transmission of these Transmissions to the Bank. If any Transmission (including any s ource document for purposes of these Service Terms) does not meet the Bank’s or any transferee’s standard requirements for processing, Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Custome r without further processing, (b) process the Transmission as sent from the Customer, (c) process the Checks as photocopies in lieu of the originals , or (d) repair or attempt to repair the Transmission for further processing. Under this Service, “Checks” shall mean original pape r checks and drafts drawn in US dollars on, or payable through, banks located in the United States (including Puerto Rico, Guam and the US Virgin Islands), endorsed for deposit to Customer’s account at the Bank. For non-financial institutions the Checks must be made payable to the Customer unless the Bank has agreed to allow the deposit of third-party checks. If the Customer is approved by the Bank for Canadian transmission and processing, “Checks” also include original paper checks and drafts drawn in US dollars or Canadian dollars drawn on banks located in Canada. 3. Image Cash Letter File Deposit Time. The Transmissions must be sent to the Bank prior to the deposit deadline. Any Transmission will be deemed to have been recei ved by the Bank when the entire file has been written onto the Bank’s system and made available for the Bank to validate. Based upon the size of the Transmission file, there may be a significant delay between the time Customer begins to send the file and the completion of the transfer as stated above. As a result, Customer will make every effort to send the Transmission file as early as possible. Files that are received after a deposit deadline will be considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met. 4. Customer Liability. Customer shall be solely responsible if any Transmission for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement or return. Information and data reported hereunder: (a) may be received prior to f inal posting and confirmation and is subject to correction and (b) is for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment-related information as received from the Customer. Customer shall be solely responsible for the original Checks, including storage and retrieval. Customer agrees to provide a legible copy of an image or the original Check if requested by the Bank within five (5) business days of such request. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Check. Customer will not present an original Check more than once through this Service. If the Customer receives a return (substitute check) of the original deposited Check, Customer can deposit the substitute check throu gh this Service; provided however, Customer shall be responsible for any and all losses or claims resulting from the Customer presenting an original Ch eck for payment more than once through any method. 5. Suspension/Cancellation of Service. Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of th ese Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating t o the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatic ally terminate if the Customer’s account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days’ prior written notice to the other party; provided, however, that the terms of Section 9 will apply to any termination prior to the time period set forth in the Pricing Schedule. 6. Intellectual Property Ownership. Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank’s technology or any work or any part thereof, and all right, title and interest in and to the Bank’s technology will remain solely with Bank or its subcontractors. Page 458 of 638 PN: 3178051 DOC ID: 3 Page 34 of 81 7. WARRANTIES AND DISCLAIMERS. 7.1 CUSTOMER WARRANTY. CUSTOMER WARRANTS AND REPRESENTS TO THE BANK THAT: (A) EACH TRANSMISSION CONTAINS ACCURATE AND LEGIBLE IMAGES OF ALL OF THE INFORMATION ON THE FRONT AND BACK OF THE ORIGINAL CHECKS AT THE TIME EACH CHECK WAS TRUNCATED; (B) EACH TRANSMISSION ALSO CONTAINS A RECORD OF ALL APPLICABLE MICR-LINE INFORMATION REQUIRED FOR A SUBSTITUTE CHECK AND THE ACCURATE AMOUNT OF THE CHECK; (C) EACH TRANSMISSION CONFORMS TO THE TECHNICAL STANDARDS FOR AN ELECTRONIC ITEM SET FORTH IN REGULATION J AND FEDERAL RESERVE BANK OPERATING CIRCULARS AND FOR A SUBSTITUTE CHECK SET FORTH IN REGULATION CC; (D) NO PERSON WILL RECEIVE A TRANSFER, PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE CHECK (EITHER THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE ORIGINAL CHECK) SUCH THAT THE PERSON WILL BE ASKED TO MAKE PAYMENT BASED UPON A CHECK IT HAS ALREADY PAID; (E) CUSTOMER WILL NOT REDEPOSIT THROUGH THIS SERVICE ANY TRANSMISSION REPRESENTING A CHECK PREVIOUSLY DEPOSITED AND RETURNED TO THE CUSTOMER; (F) CUSTOMER WILL EMPLOY COMMERCIALLY REASONABLE SECURITY MEASURES AND FIREWALLS SUFFICIENT TO PROTECT THE TRANSMISSIONS AND STORAGE TO ENSURE NO UNAUTHORIZED ACCESS OR DUPLICATE PRESENTMENT; (G) CUSTOMER WILL ONLY TRUNCATE AND CREATE TRANSMISSIONS FO R CHECKS THAT ORIGINATED AS PAPER CHECKS; (H) CUSTOMER HAS ESTABLISHED AN ANTI -MONEY LAUNDERING PROGRAM IN COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS AND REGULATIONS APPLICABLE TO IT AND SUCH ANTI-MONEY LAUNDERING PROGRAM INCLUDES POLICIES, PROCEDURES AND CONTROLS DESIGNED TO DETECT AND PREVENT MONEY LAUNDERING WHICH CUSTOMER BELIEVES EFFECTIVELY PREVENTS THE USE OF CUSTOMER’S OPERATIONS, PERSONNEL OR FACILITIES FOR MONEY LAUNDERING PURPOSES; (I) CUSTOMER WILL ONLY ACCESS THE SERVICE AND SEND TRANSMISSIONS TO THE BANK FROM LOCATIONS WITHIN THE UNITIED STATES; AND (J) CUSTOMER IS IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS APPLICABLE TO IT IN THE USE OF THIS SERVICE. 7.2 DISCLAIMER. BANK AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE TECHNOLOGY OR SERVICE AND/OR ACCESS TO OR USE OF THE SERVICE OR TECHNOLOGY PROVIDED TO CUSTOMER HEREUNDER. BANK AND ITS SU BCONTRACTORS SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND CUSTOMER ASSUMES ALL SUCH RISKS. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET IN USE OF THE SERVICE PURSUANT TO THE BANK’S PROCEDURES. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SELECTION AND USE BY IT OF ANY THIRD PARTY SECURITY AND COMMUNICATIONS SOFTWARE AND THIRD PARTY SERVICE PROVIDERS IS THE SOLE RESPONSIBILITY OF CUSTOMER, AND BANK DISCLAIMS ALL RISKS RELATED THERETO, NOTHWITHSTANDING THAT THE BANK MAY RECOMMEND CERTAIN SECURITY AND/OR COMMUNICATIONS SOFTWARE AND SERVICES. CUSTOMER AGREES TO, AT ITS SOLE EXPENSE, PROCURE AND MAINTAIN ALL HARDWARE, BROWSERS, SOFTWARE AND TELECOMMUNICATIONS EQUIPMENT NECESSARY TO ACCESS THE SERVICE IN ACCORDANCE WITH THE BANK’S RECOMMENDED SYSTEM CONFIGURATION. 8. INDEMNIFICATION. IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS IN THE ACCOUNT TERMS, AND EXCEPT FOR LOSSES OR EXPENSES CAUSED BY BANK’S FAILURE TO EXERCISE ORDINARY CARE OR WILLFUL MISCONDUCT, CUSTOMER AGREES TO INDEMNIFY BANK FOR ANY LOSS OR EXPENSE SUSTAINED (INCLUDING ATTORNEY’S FEES AND EXPENSES OF LITIGATION) RESULTING FROM (i) CUSTOMER’S LACK OF AUTHORITY TO MAKE THE WARRANTIES PROVIDED HEREIN; (ii) ANY ACTION TAKEN OR NOT TAKEN BY BANK WITHIN THE SCOPE OF ITS AUTHORITY UNDER THESE SERVICE TERMS IN HANDLING A CHECK; AND (iii) A BREACH OF ANY WARRANTY OR INDEMNITY REQUIRED TO BE MADE BY BANK WITH RESPECT TO A CHECK UNDER APPLICABLE LAW, CLEARING HOUSE RULE OR REGULATION. 9. Pricing Schedule/Volume/Termination Penalties. Bank and Customer agree to the terms of the Pricing Schedule which are incorporated herein by reference, including the length of time the Service will be provided, the charges/fees and the volumes, as may be stated in the Pricing Schedule. If Customer term inates the Service or the Service is otherwise terminated without fault of the Bank prior to the period of time set forth in the Pricing Schedule, Customer sha ll pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee for the Service for the period of time the Service was provided to Customer. Such termination fee shall be paid within thirty (30) days’ after the effective termination date. 10. Audit. Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed as well as where the T ransmissions are processed under this Service upon reasonable prior written notice from the Bank. 11. Customer Offering Mobile Check Delivery Application. If Customer offers its own customers (“Customer’s Client”) a mobile deposit solution through the Customer’s (or its vendor’s) mobile check delivery application (“Application”), allowing the Customer’s customer to capture pictures of the front and back of eligible Checks from their mobile device and to send the images to Customer through the Application, Customer also represents and warrants the following: (a) Customer will only send images of Checks that are made payable to Customer. Page 459 of 638 PN: 3178051 DOC ID: 3 Page 35 of 81 (b) Customer has established internal controls and procedures relating to Checks delivered to it through an Application, to compl y with the requirements of these Service Terms. (c) Customer’s Clients are required to enter into the Customer’s Application service terms and conditions or a similar agreement setting forth the Customer’s Client’s obligations and limiting the use of the Application for only original paper checks that are m ade payable to the name of the Customer. Such terms shall include the Customer Client’s agreement that use of the Application constitutes their issua nce and delivery of the Check to the Customer, and the Customer is a holder of the Check (d) Customer prohibits use of the Application from OFAC prohibited countries. 12. Financial Institution Customer. If Customer is a financial institution and the Checks are drawn on Canadian banks Customer agrees that the Bank will be the bank of first deposit for returns and chargebacks and the Bank is authorized to charge Customer’s Account for any such return or chargeback including any related fees. 13. Online Adjustments Services. If Bank and Customer agree, Customer will submit its adjustment requests through the web-based SVPCO Online Adjustment Service (“Online Adjustment”) based on the following terms: For Customers choosing the deposit account option where they settle for the Items through the Customer’s deposit account at B ank (“Deposit Account”) option, Customer agrees to be bound by the SVPCO Electronic Adjustment Exchange Rules, as may be amended fr om time to time (“SVPCO Rules”). Bank will assist the Customer in implementing and registering for Online Adjustment. Customer will designat e at least one Administrator by submitting the Secure ID Token Form for Online Adjustments (“Form”). After the initial registration, Customer will be able to update its designated users directly through SVPCO. Bank may conclusively rely upon any information or instructions purported to be sent by the Customer through Online Adjustment. Customer agrees that Bank may charge Customer’s Account for any adjustments and related fees. Customer agrees that the Bank shall have no responsibility with regard to the adjustment information transmitted through Onli ne Adjustment. Notwithstanding anything to the contrary in these Service Terms or the Account Documentation, Online Adjustment will automatically terminate upon the termination or expiration of the agreement covering the SVPCO online adjustment service between Bank and The Clearing House. Page 460 of 638 PN: 3178051 DOC ID: 3 Page 36 of 81 CHECK PRINT SERVICE TERMS V2.2_10_16_24 1. Check Print Services. The Bank will provide the Customer with check print services (the “Check Print Service”) in accordance with these Service Terms. The provisions of the Bank’s Account Terms governing the Customer’s deposit accounts, including any accounts used to fund the purchase of cashier’s checks created through the Check Print Service (“Funding Account”), are incorporated into these Service Terms by reference 2. Print Orders. The Bank will execute each print order requested by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the “Print Order”). Customer agrees that all Print Order requests are for payment of the Customer’s own payment obligations and not for any third party obligations unless explicitly approved by the Bank. Print Order information shall include payee names and addresses. Customer agrees that it will not include any other personally identifiable information or any protected health information in its Print Orders, unless Customer has executed the required business associate agreement with the Bank. Print Orders may include printing of non-payment documents (“Documents”) if agreed to by the Bank based upon these Service Terms. 3. Receipt of Print Orders. The Customer shall transmit Print Orders to the Bank’s designated location and in compliance with the formatting and other requirements of the Bank set forth in its operating procedures. Bank may reject any Print Order that does not comp ly with these Service Terms. 4. Issuance of Checks/Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause a check to be created; (b) cause a laser facsimile of the signature image provided by the Customer to be placed on the check; (c) if agreed upon, cause other documents to be completed and included with the check issuance (“Documents”); and (d) mail, send by courier or make available for download through the B ank’s internet based check solution along with any Documents as agreed upon (collectively, the “Issuance”). The Customer expressly grants the Bank the authority to create and process such Issuances and agrees that the signature template that is provided to the Bank (even if provided in blank form) is the authorized signature of the Customer for the checks created under this Check Print Service. 5. Digital Check Delivery. The Bank reserves the right to provide a digital transmission of the check to the payee or payee’s designated agent as an alternative to physical check printing and delivery. This digital transmission may include, but is not limited to ele ctronic checks, or other digital formats as determined by the Bank. The Bank shall not be liable for any issues arising from the digital transmission of checks, including but not limited to delays, errors, or non-receipt by the payee, provided that the Bank has taken reasonable steps to ensure the successful transmission 6. Notice of Rejection. The Bank will promptly notify the Customer if a Print Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Check Print Service o r given electronically, orally, by telephone or facsimile transmission. 7. Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as received from the Customer and is entitled to rely on the information contained therein. 8. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that Bank believes in good faith to be from the Customer without any independent investigation. The Bank shall have no duty to inquire into the authority of the individual giving such notice or instruction. In the event the Bank receives conflicting notices or instructions, the Bank is authorized to act on either the notice or instruction, or it can refuse to act. No restriction on the Bank’s acceptance of any Print Order will be binding on the Bank, except as set forth in these Service Terms unless it is agreed to in writing by the Bank and the Bank has had a reasonable opportuni ty to act upon such change. 9. Limitation of Liability. The Bank’s liability shall be limited to direct damages caused by the Bank’s failure to use reasonable care. Reasonable care in providing the Check Print Service shall be measured by the relevant provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. Mere inadvertence or honest mistake of judgment shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful. 10. Cashier’s Checks. If the Bank agrees to create cashier’s checks under the Check Print Service, the following additional terms will apply: (a) Customer will send the cashier’s check print file information (“File Information”) to the Bank by the Bank’s cut off time on a given day (“Day One”); (b) the Customer authorizes the Bank to debit the Customer’s Funding Account for the amounts shown on the File Information on Day One; (c) as the cashier’s checks from the File Information are being processed, the account reconciliation issue file (“ARP File”) must match the date of funding found in the File Information of the next banking day (“Day Two”); (d) for any cashier’s check for which there is insufficien t funds in the Funding Account on Day One to fund the purchase of the cashier’s check, the Bank is authorized to reject the creation of such cashier’s check; (e) fully funded cashier’s checks will be printed on Day Two; (f) if the Customer is using one of the Bank’s online services, Customer will be able to view information regarding the cashier’s checks which were funded and created and those that were rejected; (g) any information from the File Information which cannot be used to create a cashier’s check will be communicated to the Customer for further research a nd reconciliation; (h) if any cashier’s check is returned as undeliverable, the cashier’s check will remain outstanding in the Bank’s cashier’s check a ccount and escheated according to applicable laws and regulations. If the payee of a cashier’s check claims that the cashier’s check was lost, stolen or destroyed before the funds are escheated, such claim will be handled in accordance with the Bank’s procedures. 11. Limitations. Customer agrees that it will not include any requests for conditions or restriction in its Print Orders, and, if the Customer nonetheless adds a condition or restriction in its Print Order, the Bank is not required to comply with any such condition or restriction when paying the check. The Bank may pay any check resulting from a Print Order as if the condition or restriction was not on such check, and the Bank shall not be liable to Customer or any third party for paying a check as if the condition or restriction was not on such check. Page 461 of 638 PN: 3178051 DOC ID: 3 Page 37 of 81 ACH TAX PAYMENT SERVICE TERMS V1.2_04_30_25 1. Service. Bank will provide a service (the “Service”) whereby Customer can direct Bank, via touchtone telephone or internet platform, to make tax payments through the automated clearing house (ACH) system from an account with Bank that Customer specifies. Customer may use the service to pay: • any federal taxes covered by the Federal Tax Deposit Coupons (Form 8109) that Customer has executed and delivered to Bank from time to time; • certain state taxes; and • certain municipal taxes. Bank may pay taxes from Customer’s account in accordance with any instructions issued in Customer’s name that Bank verifies p ursuant to the security procedures specified in these Service Terms. In using the Service, Customer agrees to comply with and be b ound by the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”). 2. Receipt of Instructions and Cancellations. Customer may issue instructions and cancellations only during service hours that Bank specifies, and Customer acknowledges that Bank may change such service hours upon prior notice to Customer. Bank must receiv e instructions, including but not limited to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies) on the Business Day prior to the day on which the tax payment is due. For purposes of this Section, “Business Day” means a day on which the Bank is open for business in its New York office. Instructions received after such time shall not be processed until the following business day and Customer shall be liable for any charges, fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not complete or is inaccurate or otherwise does not meet the criteria Bank specifies for acceptanc e herein or in the User Guide (as hereafter defined). The Service is not designed or intended to be used for any ACH tax payment that is required to be formatted as an “International ACH Transaction” (or IAT) under the NACHA Rules. Customer agrees not to use or attempt to use the Service to originate any ACH tax payment that is required to be formatted under the NACHA Rules as an “International ACH Transaction” (or IAT). Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitation, legal fees and expenses, resulting directly or indirectly from any ACH tax payment processed or requested to be processed by Customer via th e Service which should have been formatted under the NACHA Rules as an IAT. 3. Tax Payment Security Procedures. (a) A Bank-issued or approved access code and PIN and/or other security device (“Security Device”) is required to access the Service. T he Customer shall be bound by and adhere to the security procedures and other procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer (the “User Guide”). The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Devic e or any other breach of security. The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User (as defined below) to do the same. (b) This Section 3(b) applies to use of the Service through the designated internet platform, but does not apply to touchtone tel ephone access. Customer shall designate an administrator (the “Administrator”) who shall have authority in accordance with the oper ational instructions for the Service provided to Customer in the User Guide. Customer agrees to notify Bank of any change in Administrator in the manner and form designated by Bank. Any such changes shall be effective at such time as Bank has received such notice and has had a reasonable opportunity to act upon it. In accordance with the procedures contained in the User Guide, the Administrator shall be responsible for (i ) designating individuals as users (“Authorized Users”); (ii) identifying the functions of the Service; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements; (iv) receiving and distributing materials, notices, documents and correspondence relating to the security procedures; and (v) advising each Authorized User of his/her obligations hereunder and under the User Guide. The Administrator shall provide to the Bank, upon the Bank’s request, a list of Authorized Users. 4. Open Network Access. The Customer acknowledges that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the internet and the Bank’s security procedures. The Customer further acknowledges that the se lection and use by it of any third party security and communications software and third party service prov iders is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communications software and services. The Customer agrees to, at its sole expense, procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank’s recommended system configuration. 5. Funding. Customer authorizes Bank to debit Customer’s applicable account for the amount of each tax payment and for any applicable ban k fees and charges when due. In the event Customer does not have sufficient funds in Customer’s applicable account to cover th e amount of a tax payment, Bank shall have no obligation to make the tax payment for Customer. Bank may require Customer to pay Bank the amoun t of each tax payment on the date of transmission of the tax payment instruction or otherwise prior to the tax payment due date. Bank may from time to establish or revise maximum dollar limits for the total value of all outstanding files of tax payments that Bank will release on custom er’s behalf. Bank may change or cancel the limits any time without prior notice to Customer, although Bank will try to notify Customer before Bank does that. Funds Bank receives and holds pursuant to the Service shall be held as a deposit liability to Customer and not in trust for Customer or the taxing authority. Page 462 of 638 PN: 3178051 DOC ID: 3 Page 38 of 81 6. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the NACHA Rules although Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications contained in the N ACHA Rules. Customer further represents and warrants to Bank that: (i) Customer shall not access the Service from any jurisdiction in which the Service is not authorized; and (ii) each tax payment Customer originates will comply with applicable U.S. laws and regulations and Customer acknowledges that payments may not be initiated that violate the laws of the United States. Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorney’s fees and costs) resulting directly or indirectly from (a) Customer’s breach of any warranty made under this Section and (b) compliance by Bank with any request Customer makes for a cancellation, stop payment, reversal or recall of any tax payment. Bank shall have no responsibility for any delay by any ACH Operator (as such term is defined in the NACHA Rules) or taxing au thority in processing any tax payment Bank transmits to such entity or failure by such entity to process or apply any tax payment. 7. Stop Payments; Reversals and Recalls. Customer’s instruction to stop payment of, reverse or recall one or more tax payments must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank’s procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the relevant taxing authority. Tax payment instructions may not be amended or modified. 8. Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all payments to be made by the Customer to a specified taxing authority within a 24-hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to Customer. Bank may require Customer to pay Bank the amount of any tax payment on t he date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. 9. Limitation of Liability. Bank’s maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months. Customer will be responsible for monitoring and adhering to Internal Revenue Service or Electronic Federal Tax Payment Service requirements and timeframes applicable to its specific tax payments and Bank will have no liability or responsibility for any penalties or losses incurred by Customer resulting from Customer’s non-compliance with such requirements. 10. Incorporation of Account Documentation; Termination . The Bank’s terms governing the operation of business accounts and services (“Account Documentation”) are incorporated herein, as the same may be amended from time to time. If and to the exte nt that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In addition to Bank’s termination rights under the Account Documentation, Bank shall have the right to terminate or suspend these Service Terms and the Service upon notice to Customer in the event of Customer’s breach of the NACHA Rules. Page 463 of 638 PN: 3178051 DOC ID: 3 Page 39 of 81 REMOTE CAPTURE SERVICE TERMS V1.4_07_21_23 Remote Capture is a remote scanning service that processes remittances and promotes Customers’ efficiency in their businesses. Through this service, the Customer’s remittance deposits can be imaged and transferred to JPMorgan Chase Bank, N.A. (the “Bank”) via a Bank supplied data platform for further processing and posting to the Customer’s deposit account. 1. Service The Bank, which may include designated agents of the Bank, will provide Customer with Remote Capture services solely for domestic transactions (the “Service”) in accordance with the provisions set forth in this document (the “Service Terms”). The Service allows Custo mer to electronically transmit deposits of eligible checks and items (eligible checks and items are limited to personal checks, money orders, business checks, cashier’s checks, traveler’s checks, if the scan of the check or item (i) originated within U.S. borders, (ii) is payable in U.S. Dollars, and (iii) is drawn on U.S. banks or U.S. Postal Service Money Orders, payable to the Customer) by using a capture device, including a desktop scanner or mobile device (hereinafter referred to as a “Scanner”), to create an electronic image of an original paper check or item and other paper so urce documents (collectively, “Item”) and transmitting the image of the Item (“Item Image”) and related data within the U.S. to Bank. The provisions of the Lockbox Service Terms, Account Terms, J.P. Morgan Treasury Services Electronic Channels Service Terms (“the “Channels Terms”) , and any other applicable Service Terms as may be amended from time to time (collectively, the "Account Documentation") are incorporated int o these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Ser vice, Customer agrees to these Service Terms. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms will prevail. a. Customer agrees that after the Item Image has been created and transmitted to the Bank for deposit, Customer shall not otherw ise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place policies and p rocedures for the secure storage and destruction of the original Items. b. Customer agrees that a copy made from the Item Image or substitute check of the Item, as defined by federal law, will become the legal representation of the Item for all purposes, including return item processing. c. Subpart B of Federal Regulation CC (availability of funds) does not apply when electronic images of Items are transmitted to Bank. Funds from deposits made via this Service will be available in accordance with the availability schedule for the Service. However, Bank may apply additional delays on the availability of funds based on any other factors as determined in the Bank’s sole discretion. 2. Processing Customer shall provide through Bank approved devices, including a desktop scanner or mobile device, the Item Images in the format and specifications and in accordance with the procedures required by the Bank. The Bank may process the Items as substitute ch ecks, electronic images or photos-in-lieu, as may be applicable for further clearing through another financial institution, clearinghouse or the Federal Reserve B ank. Customer assumes sole responsibility for the creation of these images and their subsequent provision to the Bank. If any Item Image does not meet the Bank’s or any transferee’s standard processing requirements, in processing such Items, Customer assumes all risk of loss or delay and authorizes the Bank to either (a) return the Item to the Customer without further processing, (b) process the Item as sent from the Customer, (c) process the Items as photos--in-lieu of the originals, or (d) repair or attempt to repair the items for further processing. Access to the Item Images and the use of a mobile device in conjunction with the Service are governed by the Channels Terms , as may be amended from time to time. 3. Deposit Time Item Images are deemed received by the Bank when the Item Images have been transferred onto the Bank’s system and validated b y the Bank. Based upon the size of the batch of items, there may be a significant delay between the time Customer begins to send the items and the completion of the transfer as stated above. If Bank receives and validates the submitted deposit transmission no later than the Bank’s designated cut off time (the “Cutoff Time”) on a day that the Bank is generally open for business, i.e., Monday through Friday excluding weekends and state or federal holidays (“Business Day”), Bank will consider that Business Day to be the day of deposit (i.e., the date deposit is credited). If Bank receives and validates the submitted deposit transmission after the Cutoff Time or on a non-Business Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has been met will be determined by the time displayed on the Bank’s internal system clocks which may not necessarily be synchronized with the internal clock displayed on Customer’s computer or device. For this reason, Bank su ggests that Customer submit its deposit transmissions to Bank sufficiently in advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time. 4. Foreign Items The Service only accepts and processes Items drawn on U.S. chartered banks, whose image originates within U.S. borders. 5. Warranties. 5.1 Customer represents and warrants to Bank that: • Customer will capture and transmit all Item Images using Bank approved hardware and software applicable to the Service’s func tion; • Any image Bank receives accurately and legibly represents all of the information on the front and back of the Item as of the time the Item was truncated; • The information Customer transmits to Bank corresponding to an Item contains a record of all applicable MICR-line information required for a substitute check and the accurate amount of the Item; • The Item Image conforms to the technical standards for an electronic Item set forth in Regulation J or Federal Reserve Bank Operating Circular 3, and for a substitute check set forth in Regulation CC; Page 464 of 638 PN: 3178051 DOC ID: 3 Page 40 of 81 • No person will receive a transfer, presentment, or return of, or otherwise be charged for, the Item (either the original Item , or a paper or electronic representation of the original Item) such that the person will be asked to make payment based on an Item it has already paid; • Customer will not redeposit through this Service any Item previously deposited and returned to Customer; • Customer will employ commercially reasonable security measures, including firewalls, sufficient to protect against unauthoriz ed access or duplicate presentment; • Customer will only transmit Items that originated as paper checks; • Customer will comply with all applicable laws and regulations; • Customer will not originate any use of the Service for any purpose outside the U.S. borders. Such origination includes, but is not limited to, the capture and transmission of check images from outside of the U.S. • Customer will not use the Service for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty, statute, regulation or authority; and • If the Customer is depositing Items on behalf of third parties, the Customer also represents and warrants to the Bank that wi th respect to each Item deposited through the Service, the owner of the Item has authorized the electronic transmittal of the Item and guarantees all prior endorsements; Customer has established an anti-money laundering program in compliance with anti-money laundering laws and regulations applicable to it and such anti-money laundering program includes policies, procedures and controls designed to detect and prevent money laundering, including “know-your-customer” policies and procedures, monitoring of transactions for suspicious activities and reporting of suspicious activities, which Customer believes effectively prevents the use of Customer’s operations, personnel or facilities for money laundering purposes. 6. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole discreti on. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modi fied features when they become available, Customer agrees to be bound by the rules concerning these features. 7. Disclaimer. Bank makes no representations or warranties, whether express, implied or statutory regarding or relating to any of the softwa re, capture devices or other hardware and/or access to or use of them or the related materials and the Service. Bank specifically d isclaims any and all implied warranties of merchantability and fitness for a particular purpose and non-infringement. Bank and its subcontractors also do not guarantee that Customer’s access to the Services will be uninterrupted, error free or secure. 8. Indemnification. Customer agrees to indemnify and hold the Bank harmless for any loss or expense (including attorney’s fees and expenses of li tigation) resulting from: breach of any of the warranties made by Customer pursuant to these Service Terms or the Lockbox Service T erms; any claim pertaining to any warranty or indemnity that Bank makes with respect to an Item under the Check Clearing for the 21st Century Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearing house rules applicable to Items as either the bank of first deposit, truncating or reconverting bank. 9. Customer Liability. Customer shall be solely responsible if any item for which Customer has been given provisional credit is returned or reversed , and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement, warranty claims or return. Information and data reported under these Service Terms: (a) ma y be received prior to final posting and confirmation and are subject to correction and (b) are for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment -related information as received from the Customer. Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer agrees to provide a legible copy of an image or the original Item if requested by the Bank. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Item. 10. Suspension/Cancellation of Service. Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of th ese Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatica lly terminate if the Customer’s account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days’ prior written notice to the other party. 11. Intellectual Property Ownership. Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank’s technology or any work or any part thereof, and all right, title and interest in and to the Bank’s technology will remain solely with Bank or its subcontractors. Audits. Customer agrees that the Bank shall have the right to audit Customer’s books, records, processes and procedures for managing and maintaining the security and safety of the scanners, transmissions and original Items, including the right to audit Customer’s and Customer’s agents, if any, physical locations where Customer scans original Items and processes electronic check images and data related to the Service. Customer agrees that the use of scanners, including mobile devices, in conjunction with this Service must o riginate within the United States. Page 465 of 638 PN: 3178051 DOC ID: 3 Page 41 of 81 J.P. MORGAN TREASURY SERVICES ELECTRONIC CHANNELS V4.4_01_24_25 SERVICE TERMS 1. Service and Service Terms. The Bank will provide a service (the “Service”) for electronic access to the Customer’s account information, reports and data (collectively, “Data”) and for the electronic transmission to the Bank of messages, service requests, and payment and non-payment instructions (each an “Instruction”) and from the Bank of messages, notifications and alerts, via the J.P. Morgan Access® Online, J.P. Morgan Access® Mobile, J.P. Morgan Host-to- Host/managed file transfer and J.P. Morgan Treasury Services API channels. The Bank reserves the right to modify the applications and products available via the Service. The Service is governed by these terms (the “Service Terms”), which incorporate the Bank’s terms governing the business accounts and services, including service terms that govern the Bank’s processing of Instructions transmitted via the Service (collectively, the “Account Documentation”), as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. Capitalized terms used in these Service Terms, and not otherwise defined, have the meaning set forth in the Global Account Terms or other account terms applicable to the Custom er. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. 2. Security Procedures and Other Controls 2.1. General. The security procedures for each channel are set forth below, as may be modified on notice to the Customer through any medium (each, a “Security Procedure”). Any Instruction, the authenticity of which has been verified through a Security Procedure, shall be effective as that of the Customer, whether or not authorized, and notwithstanding that the Instruction may result in an overdraft of an Account. Controls unilaterally implemented by the Bank shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank, as well as any subsequent modification to the procedures and requirements that are designed to strengthen the Security Procedures. 2.2. Security Procedures and Other Controls for Access Online and Mobile Channels. 2.2.1. Access Online. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Access Online channel is validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), validation of a token code generated by a Bank issued or approved security device (which, for the avoidance of doubt, includes software and hardware used to generate “soft tokens” on a mobile device )(“Security Device”) assigned to that Authorized User and Bank transaction review as specified in Section 2.5. 2.2.2. Access Mobile. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Access Mobile channel is (i) validation of the registration with the Bank of the mobile device used in the transaction, biometric identity verifica tion of the Authorized User by a Bank-issued or approved method, entry of an accompanying PIN of an Authorized User (as defined in Section 2.6 below) and transaction review as specified in Section 2.5; (ii) validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), a token code generated by a Security Device assigned to that Authorized User and transaction review as specified in Section 2.5 or a combination of three or more factors in (i) and (ii). 2.2.3. Controls Offered to Customer. For Access Online and Mobile, the Customer may choose to apply certain controls offered by the Bank to the Customer from time to time designed to reduce the Customer’s risk of unauthorized transactions. The Customer is responsible for choosing controls that are appropriate for the Customer taking into account, among other things, the nature and scale of the Customer’s business, including the size, type and frequency of payment orders normally issued to the Bank, and the nature of its technical environment, internal accounting controls and information security policies and procedures (collectively, “Customer Internal Controls”). The Security Procedure that is established by agreement of the Customer and the Bank herein is established in view of the Customer Internal Controls applied by the Customer. For the avoidance of doubt, none of the contr ols described in this Section are part of the Security Procedures for the channels. 2.3. Security Procedures and Certificate Procedures for Host-to-Host/Managed File Transfer Channel. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Host-to-Host/managed file transfer channel is authentication of a digital signature certificate, which authenticates transmitted files on the basis of the corresponding security key (the “Signature Certificate”) and transaction review as provided in Section 2.5. The Customer and the Bank will use the following procedures for the use of a transport certificate, which establishes a secure session between the Bank and the Customer on the basis of a corresponding security key (the “Transport Certificate”) and the Signature Certificate. Each of the Signature Certificate and the Transport Certificate are referred to herein as a “Certificate” and the corresponding security key as a “Security Key”. 2.3.1. Certificate Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for Certificates and Security Keys notified to the Customer, including but not limited to Certificate validity period, key strength and crypto graphic specifications, as amended from time to time. Any request to the Bank to add, update or delete a Security Key shall include the applicable Certificate, a text file or other physical representation of the public Security Key of such Certificate and any o ther information in the manner and form designated by the Bank. The Bank shall have the right to rely on any request that the Bank believes in good faith to have been sent by the designated security administrator ("Security Administrator"), notwithstanding that such Security Administrator may be a third party acting on behalf of the Customer. 2.3.2. Certificate Expiration. Notwithstanding any courtesy notifications the Bank may send to the Customer regarding the Customer's impending Certificate expiration, the Customer acknowledges that it is the Customer's sole responsibility to update the Certificate prior to its expiration date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or losses) arising from the Customer's failure to timely update its Ce rtificate. To allow Page 466 of 638 PN: 3178051 DOC ID: 3 Page 42 of 81 for proper execution of administrative procedures, and to prevent any lapse in service or emergency procedures, the Customer must request a Certificate change at least 30 days prior to actual Certificate expiration. 2.4. Security Procedure and Certificate/Token Procedures for API Channel. The Security Procedure for verifying payment Instructions given in the Customer’s name via the API channel is authentication of a Signature Certificate and transaction review as provided in Section 2.5. 2.4.1. Secure Session. The Customer and the Bank will establish a secure session between the Customer and the Bank by validation of either (i) a Transport Certificate or (ii) a Bank-generated token (“API Token”). 2.4.2. Certificate Procedures and Requirements. The Customer and the Bank will use the procedures set forth in Sections 2.3.1 and 2.3.2 for the use of Certificates for the API channel. 2.4.3. API Token Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for API Tokens, as amended from time to time, including but not limited to the generation and safekeeping of any credentials used for the validation of the API Token, notified to the Customer. The Bank shall have the right to revoke an API Token at any time, including in reliance on a request or communication related to an API Token that the Bank believes in good faith to have been sent by the Secur ity Administrator, notwithstanding that such Security Administrator may be a third party acting on behalf of Customer. Any reque st to the Bank to update an API Token shall be made solely in the manner and form designated by the Bank. 2.5. Transaction Review. In addition to the Security Procedures described above, the applicable Security Procedure for each channel also includes transaction review based on various risk characteristics. The transaction review shall be conducted in accordance with commercially reasonable protocols selected by the Bank. Additional authentication from the Customer, such as call -back verification, may be required to complete certain transactions identified by the Bank through transaction review. 2.6. Confidentiality/Security Breach. The Customer will be responsible for safeguarding and ensuring that the Security Procedures, Security Devices, API Tokens and any credentials used for the validation of the API Token are known to and used (i) in the case of Acc ess Online and Mobile, only by individuals designated as users by the Security Administrators (“Authorized Users”), or, (ii) in the case of the Host-to- Host/managed file transfer and API channels, only by the Security Administrators, as applicable. The Customer shall notify the Bank immediately in the event of any loss, theft or unauthorized use of a Security Procedure, a Security Device, API Token, any cr edentials used for the validation of the API Token or any other breach of security. The Bank may dishonor or disable any Security Device, API Token, any credentials used for the validation of the API Token or any aspect of the Security Procedures at any time without prior notic e and will inform the Customer of the same. In addition, each Customer must implement its own physical and logical security, as well as management controls, that appropriately protect the hardware, software, and access controls used in the transaction process from unauthorized acce ss and use. 2.7. Security Administrator Designation. The Customer shall designate Security Administrators who shall have equal authority as specified in Section 2.8 below. The Bank is entitled to rely on any such designation of a Security Administrator. The Customer agrees to notify the Bank of any change in Security Administrators in the manner and form designated by the Bank. Any such change shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it. 2.8. Security Administrator Responsibilities. Each Security Administrator shall be authorized by the Customer to and be responsible for (i) designating individuals as Authorized Users with respect to the Access Online and Mobile channels; (ii) identifying the functions of the Service that each Authorized User may access; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements with respect to the Access Online and Mobile channels; (iv) managing the Customer’s Certificates and corresponding Security Keys or API Tokens and any credentials used for the validation of the API Token with respect to the Host-to-Host/managed file transfer and API channels, as applicable; (v) receiving and distributing materials, notices, documents and correspondence relating to the Security Procedures, as applicable; and (vi) advising each Authorized User of his/her obligations hereunder or under any of the applicable Account Do cumentation. The Security Administrators shall provide to the Bank, upon the Bank’s request, a list of Authorized Users for the Access Online and Mobile channels. In the absence of a valid designation of a Security Administrator at any time or in the event that, after reasonable efforts, the Bank is unable to contact a Security Administrator, the Bank may deliver Security Devices, API Tok ens (and any attendant credentials) and materials and deliver/receive Security Keys to/from any person authorized to act on behalf of the Customer with respect to the Accounts. 2.9. Processing. The Customer acknowledges that the application of the Security Procedures and any controls unilaterally implemented by the Bank may cause delays in processing Instructions or result in the Bank declining to execute an Instruction. 3. Open Network Access; Equipment THE SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE. THE BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, PERFORMANCE OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR-FREE, WITHOUT DELAY OR UNINTERRUPTED. The Customer is responsible for, at its sole expense, obtaining, installing, maintaining and operating all browsers, software , hardware, telecommunications equipment or other equipment (collectively, “System”) necessary for the Customer to access and use the Service in accordance with the Bank’s recommended system configuration. The Bank makes no endorsement of any System or third party site, notwithstanding that the Bank may recommend certain Systems or provide a link to a third party site where the Customer may download software. The Customer shall at all times maintain current and effective anti -virus, anti-spyware or other security software and shall take all reasonable measures to maintain the security of its System. The Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet. The Customer further acknowledges that it has made an Page 467 of 638 PN: 3178051 DOC ID: 3 Page 43 of 81 independent assessment of the adequacy of the Internet, the System and the Security Procedures in connection with the use of the Service. The Customer assumes all risks and liabilities associated with the operation, performance and security of its System and the use of the Internet or other open networks, failure or use of Customer’s or third party equipment, hardware, browsers, operating systems and/or other soft ware or programs, and services or persons outside of the Bank’s control, and the Bank disclaims all such risks. The Customer shall not use any equipment, hardware, software or program that harms the Bank. The Customer agrees to indemnify and hold the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses arising, directly or indirectly, from the Customer’s use of Customer’s or third-party software or program. The Bank may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity. 4. Instructions; Data 4.1. The Customer shall be solely responsible for the genuineness and accuracy, both as to content and form, of all Instructions given to the Bank’s in the Customer’s name and verified through the applicable Security Procedure. 4.2. The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate, and may be periodically update d and adjusted. The Bank is not obligated to assure the accuracy of Data and will not be liable for any loss or damage arising out of the inaccuracy of Data. Further, the Bank shall have no liability for the receipt or viewing by any party of Data sent to the destinations d esignated by the Customer, including but not limited to email addresses, fax and telephone number(s). 5. Customer Warranties The Customer represents, warrants and covenants to the Bank that: (i) prior to submitting any document or Instruction that designates Authorized Users, the Customer shall obtain from each individual referred to in such document or Instruction all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in wr iting or electronically the geographic location of its Authorized Users and shall provide all updat es to such information; (iii) the Customer shall not access the Service from any jurisdiction which the Bank informs the Customer or where the Customer has knowledge that the Service is not authori zed; and (iv) the Security Procedures offered to the Customer conform to the Customer’s wishes and needs and the Customer has not requested Security Procedures other than those expressly agreed by the Customer and the Bank. The Customer hereby represents, warrants and coven ants to the Bank that these Service Terms constitute its legal and binding obligations enforceable in accordance with its terms. 6. Miscellaneous 6.1. The additional jurisdiction specific provisions set forth in the attached Exhibit are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer’s Authorized Users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional specific prov isions of that jurisdiction set forth in the attached Exhibit shall apply to the use of the Service by such Authorized Users. 6.2. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, USA (without ref erence to the conflict of laws rules thereof). 6.3. All disputes relating to or in connection with these Service Terms solely arising outside the United States shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be (i) Singapore where the dispute arises solely in Asia and (ii) London where the dispute arises elsewhere (other than the United States) and the arbitration shall be conducted in English, except that (a) disputes solely between a Customer domiciled in the People’s Republic of China and JPMorgan Chase Bank (China) Company Limited shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with its rules in effect at the time an application is made, with the place of arbitration being Beijing and the arbitration being conducted in English; and (b) disputes involving a Customer domiciled in Taiwan shall be irrevocably submitted to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City. With respect to any dispute, suit, action or proceedings arising in the United States relating to these Service Terms, the Customer irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the Un ited States District Court located in the borough of Manhattan in New York City. 7. Mobile 7.1. Accepting use of the Bank’s SMS text notification service and/or Access Mobile channel constitutes the Customer’s authorizati on for the Bank to send Data, message notifications and alerts through any communication service providers, including both Internet and telecommunications providers, which shall each be deemed to be acting as the Customer’s agent. Such providers may not encrypt communications. 7.2. Authorized Users may be required to accept an application agreement or license in order to download Access Mobile. The Customer acknowledges that the Account Documentation shall in all cases govern the provision of these services. 7.3. The Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert deliver ed via any mobile device. Page 468 of 638 PN: 3178051 DOC ID: 3 Page 44 of 81 EXHIBIT A - JURISDICTION SPECIFIC PROVISIONS A. Australia & New Zealand To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of a ny supply under this License Agreement, (“GST”), the fees payable in respect of that taxable supply (“original amount”) will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount. B. People’s Republic of China (PRC) The Customer can access the Access Online channel via the URL: https://access.jpmorgan.com/. In terms of emergency or any other questions in relation to its access or use of the website or the Service, the Customer may refer to the contact information on the website or contact its representative of the Bank. C. Indonesia The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, procedures and operation of any applicable law to the extent a court order is required for the t ermination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. Section 7.3 shall be replaced by “Except for losses directly resulting from errors or delay caused by the Bank’s gross neglig ence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notific ation or alert delivered via any mobile device.” D. Malaysia/Labuan In relation to accounts held in Malaysia (excluding Labuan) and/or where the Service is provided in Malaysia (excluding Labua n) references in the Service Terms to “Bank,” shall mean J.P. Morgan Chase Bank Berhad. In relation to accounts held in Labuan and/or where the Service is provided in Labuan, references in the Service Terms to “Bank,” shall mean J.P. Morgan Chase Bank, N.A., Labuan Branch. The Service pro vided by J.P. Morgan Chase Bank Berhad shall be accessed through http://www.jpmorganaccess.com.my and the Customer undertakes not to access or utilize or attempt to access or utilize the Service through any other JPMorgan website. E. Republic of China (Taiwan) The Customer acknowledges that it will take steps to ensure it enters into the correct website before attempting to access the Service. F. European Union. The Customer acknowledges that it is not a "consumer" for the purpose of the European Union’s Electronic Commerce Directive (“ECD”) (i.e., that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a non-consumer may agree not to require under the UK rules and legislation implementing the ECD. For further informat ion on the Bank, please see "Notice regarding EU e-commerce information" in the Terms & Conditions on http://www.jpmorgan.com. The Bank will collect information about the Customer and the Customer’s employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the data protection law. Such personal data may be collected by or on behalf of the Bank in a number of ways (the “Collection Methods“), including via documentation relating to the provision to or use by t he Customer of electronic banking services or via the Customer’s use of such electronic banking services and via other correspondence or communications between the Customer and the Bank. Details of the Bank’s processing activities of personal data can be found in its EMEA Privacy Policy, which is available on t he Bank’s website at www.jpmorgan.com/privacy/EMEA. The Bank’s EMEA Privacy Policy may be updated or revised from time to time without prior notice. The EMEA Privacy Policy may be used to assist the Customer with providing a fair processing notice to the Customer’s underlying data s ubjects. The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will pr ovide any requisite notice to individuals and ensure that there is a proper legal basis for the Bank to process the personal data as described in and for the purposes detailed in the Bank’s EMEA Privacy Policy. Both the Customer and the Bank will comply with its respective obligations under applicable data protection and privacy laws. G. Abu Dhabi Global Market The Bank may collect information about the Customer and the Customer’s employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the applicable data protection laws, including the ADGM Data Protection Regulations 2021. Such personal data will be processed in accordance with the Bank’s EMEA Privacy Policy, accessible through www.jpmorgan.com/privacy/EMEA. The Bank will only process the personal data as described in and for the purp oses detailed in such EMEA Privacy Policy. The EMEA Privacy Policy may be updated or revised from time to time without prior notice. The EMEA Privacy Po licy may be used to assist the Customer with providing a fair processing notice to the Customer’s underlying data subjects. Page 469 of 638 PN: 3178051 DOC ID: 3 Page 45 of 81 The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will pr ovide any requisite notice to individuals and ensure that there is a proper legal basis for the Bank to process the personal data as described in and for the purposes detailed in the Bank’s EMEA Privacy Policy. Both the Customer and the Bank will comply with its respective obligations under applicable data protection and privacy laws, including the ADGM Data Protection Regulations 2021. Page 470 of 638 PN: 3178051 DOC ID: 3 Page 46 of 81 HEALTHCARE LINK SERVICE TERMS V1.3_08_25_22 J.P. Morgan Chase Bank, N.A., which may include its designated affiliates and agents (the "Bank"), will provide to Customer the services (as elected by and applicable to Customer) described below as part of Bank’s Healthcare Link SM Service. The Bank reserves the right to modify the applications and products available via the service. The services are governed by these terms (the “Service Terms”), which incorporate the Bank’s standard account terms and conditions governing the operation of business accounts and services as well as other applicable service terms, ser vice guides or materials (the “Account Documentation”), as the same may be amended or otherwise modified from time to time. By acknowledging or signing the Account Documentation or by using or continuing to use the Services described herein, Customer agrees to these Service Terms. Capital ized terms used herein and not otherwise defined shall have the meaning specified in the Account Documentation. J.P. Morgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. 1. Service. Bank will provide to Customer some or all of the services generally described below in connection with Bank’s Healthcare Link SM Service, all as elected by Customer and agreed to by Bank. The following shall be performed by Bank in accordance with its st andard operating procedures applicable to the service(s) elected: A. Remittance Data. Bank may receive and process remittance information and related correspondence, both paper and electronic, for health care claims payments (by way of example, Explanations of Benefits or “EOBs” and Electronic Remittance Advices or “ERAs”). Rem ittance information for healthcare claim payments, whether received electronically or in paper format, may be referred to herein as “Remittance Data”. B. Payment Data. Bank may re-associate payment data made to Customer by third party payers (“Payment Data”) with Remittance Data. C. Data Delivery. Remittance Data and Payment Data (as applicable) may be made available electronically to Customer following processing by Bank. The format and timing of transmissions of Remittance Data and Payment Data will be as mutually agreed by Bank and Customer. D. Web Presentment. Bank may make Remittance Data and Payment Data available to Customer via a web interface. E. Workflow Services. Bank may make additional services available through a web interface that will allow Customer to perform certain agreed online remittance management activities or other workflow-related tasks such as management of denials, reconciliation and/or secondary claim submission. 2. Data Retention. Images of checks and documents will be retained for the period of time mutually agreed to by Bank and Customer; provided, that in no event shall such time period exceed Bank’s then-current standards for data retention. 3. Security. Bank will specify security procedures ("Security Procedures") for receiving and accessing Remittance Data and Payment Data and for accessing online services. Customer will comply with the Security Procedures, as the Bank may revise the same from time t o time. 4. Third Party Provider of Customer. In situations where Customer has requested that Bank work with Customer’s third party provider (“Customer’s Agent”) in connection with the services elected by Customer: (a) Customer is responsible for all actions taken or not taken by Customer’s Agent and Customer is responsible for all costs and expenses of Customer’s Agent; (b) Customer agrees to cooperate with Bank regarding any request for information concerning Customer’s Agent, though Customer also agrees that Bank has no responsibility or obligation to inquire as to the authority of Customer’s Agent or with regard to any action taken or not taken by Customer’s Agent on Custom er’s behalf; (c) Customer hereby authorizes Bank to communicate directly with and provide information and data directly to and to receive information and data directly from Customer’s Agent on any and all matters related to the services provided on behalf of or for the benefit of Customer; and (d) Customer shall notify Bank immediately if Customer suspects or becomes aware of any activity or transaction of Customer’s Agent that Customer believes may be of an illegal or illegitimate nature. 5. Other Service Providers. Nothing express or implied in these Service Terms prohibits Bank from performing the services itself, through an affiliate or by contracting with a third-party contractor to assist Bank in the performance of the services hereunder including, without limi tation, an affiliate or third-party contractor located outside of the United States of America. Bank may add or change subcontractors at any time without n otice. Bank may terminate the services, including the ability of Customer to access images of checks and documents as provided herein, if any third-party processing agent ceases to provide some or all of the processing or performance of the services being provided under these Se rvice Terms. 6. Accuracy; Legibility. Customer will provide and ensure that Customer’s Agents provide the information determined by Bank to be necessary to satisfy its responsibilities under these Service Terms in a format required by Bank. All information shall be provided to Bank in the time and in the method required by Bank. Bank shall assume that all such information provided to Bank by Customer, Customer’s Agent(s), another processing area of Bank (for example, Bank’s lockbox processing area) or any other third party (for example, an insurance company or other payer) is complete and accurate, and Bank is under no duty to question the completeness or accuracy of such information. Customer acknowledges t hat Bank cannot perform its duties under these Service Terms without complete, accurate and timely information and that Bank shall have no liability to Customer as a consequence of incomplete, inaccurate and/or untimely information provided to Bank. Page 471 of 638 PN: 3178051 DOC ID: 4 Page 47 of 81 ELECTRONIC SIGNATURES SERVICE TERMS V1.4_11_17_20 These Service Terms set forth the terms and conditions upon which the Bank will accept documents and Instructions related to the Account and Services (including commercial card services, if applicable) signed by any person authorized to sign such documents on behalf of the Customer (“Authorized Signer”) using an electronic signature (“E-Signed Document”). The provisions of the account documentation, including terms and conditions governing the operation of Accounts and S ervices (“Account Documentation”) are incorporated into these Service Terms by reference. Capitalized terms used in these Service Terms, unless otherwise defined herein shall have the meanings set forth in the Account Documentation. Neither the Customer nor the Bank are obligated to use or accept electronic signatures. The Customer may request that a document presented to it through a Platform be provided for manual signature. The Bank may require that the Customer provide a document or instruction manually signed by an Authorized Signer along with evidence of the Authorized Signer’s authority to execute such document or instruction. 1. Eligible Platforms. By using an eligible e-signature platform (“Platform”) to send an E-Signed Document to the Bank, the Customer shall be deemed to accept these Service Terms and provide consent to use the below Platforms to send and receive any document and i nformation related to the Account and Services (including commercial card services, if applicable) to and from the Bank, which for the avoid ance of doubt shall be binding on the Customer (to the exclusion of any terms and conditions provided by the Customer). The Bank on ly accepts E-Signed Documents signed through Platforms acceptable to the Bank on the terms set forth herein. The Bank may accept E-Signed Documents signed through a Platform in instances where the signing event was initiated by the Bank or internally by the Customer. A list of Platforms is available from JPMorgan upon request. E-Signed Documents signed through a Platform must include a signature panel or other indicator evidencing the document has not been modified since the signature was applied and a certificate of completion or audit trail providing details about each signer on the document, which must include, at a minimum, the signer’s email address and timestamp (“Completion Document”). 2. Configuration of Platforms. The Customer is responsible for its own use and configuration of each Platform. Security features (including, without limitation, encrypted messages, additional authentication requirements or features designed to prevent a document fro m being reassigned to another individual for signature) are included on the Platform for the benefit of the Customer (including, without limitation , to mitigate against fraud). By choosing not to use (or, in the case of encryption, not having the capability to use) any one or more security features, the Customer accepts the risks associated with not using such security measures. The Bank is not liable for any loss suffered by the Customer as a result of the Customer not using such security measures. The designated recipient of an email received from a Platform may not forward such email to another person for e-signature. If a document is misdirected, the recipient should contact the Bank or use functionality within the Platform to reassign the document to an Authorized Signer. The representations and warranties given by the Customer in these Service Terms will in no way be affected by a Customer’s choice not to use a security feature. 3. Authority Documents; Personal Data. The Customer has separately provided the Bank with documentation (i) showing or certifying the authority of its Authorized Signers to sign documents on behalf of the Customer and (ii) containing the correct name, business email address, and telephone numbers (“Personal Data”) for each Authorized Signer (“Authority Documents”). The Customer represents and warrants that the information contained in the Authority Documents is accurate and complete, and that the Customer will promptly notify the Bank if there are any changes to the Authority Documents, including if an Authorized Signer’s authority is modified or revoked. The Bank is authorized to rely on the information set forth in the Authority Documents until it receives and has had a reasonable time to act on such notice. In instances where the Bank initiates the signing event, the Bank will share Personal Data with the Platform for the sole purpose of facilitating the e-Signing process, and the Customer and Authorized Signer hereby, and by executing an E-Signed Document, consent to the sharing of such information and waives (to the extent permissible) any restrictions on sharing such information under applicable law, including banking secrecy, if applicable. Personal Data will be kept by the Platform for the duration of the e-Signing process and will be deleted after a period of two years. 4. Bank’s Review of E-Signed Documents. Upon receiving an E-Signed Document, the Bank will review the applicable Completion Document and current Authority Documents to (i) to verify that the signer of the E -Signed Document is an Authorized Signer, and (ii) verify that the email address associated with the electronic signature on the E -Signed Document is the email address of an Authorized Signer. The Bank will not verify whether the electronic signature in an E-Signed Document matches the specimen signature held by the Bank. The Customer agrees that verification of each E-Signed Document in accordance with this paragraph shall be deemed as prima-facie evidence of its having been duly executed by the Authorized Signer whose electronic signature appears thereon. 5. Customer Representations and Warranties; Acknowledgements. The Customer represents and warrants on a continuous basis that (i) each E-Signed Document has been validly executed by duly Authorized Signer(s) in accordance with the requirements of applicable law in the Customer’s place of incorporation and, to the extent relevant, the Customer’s constitutional documents ; and (ii) each E-Signed Document constitutes a valid, legal, enforceable and binding obligation of the Customer. The Customer acknowledges that the B ank has relied on the foregoing representations and warranties when accepting E-Signed Documents. The Customer confirms that each E-Signed Document constitutes an electronic record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such printed copies will be treated to the same extent and under the same conditions as other original business records creat ed and maintained in documentary form. The Customer represents and warrants that it has commercially reasonable policies and procedures intended to prevent unauthori zed access to email messages delivered to any Authorized Signer at the Authorized Signer’s business email address, which include the following: (i) each Authorized Signer is assigned a unique business email address; (ii) the Authorized Signer’s access to the business email account requires at least the use of a unique username and password; and (iii) the Authorized Signer is required to maintain the security of the log-in password and other security used to access the business email account and not to reveal them to any other person. 6. Limitation of Liability; Indemnification. Bank assumes no responsibility or liability arising from operation of a Platform or the transmission, treatment or storage of any data by a Platform, including, without limitation, any Personal Data. In considera tion of the Bank accepting E-Signed Documents, the Customer indemnifies and holds the Bank, and its agents, employees, officers and directors, harmless from Page 472 of 638 PN: 3178051 DOC ID: 4 Page 48 of 81 and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fe es) arising out of or resulting from the Bank’s reliance on these Service Terms or on an E -Signed Document executed on behalf of the Customer. 7. Governing Law. Without prejudice to any other provision in the E-signed Documents relating to governing law, these Service Terms and any non-contractual obligations arising out of or in relation to its terms shall be (i) with respect to Accounts located in North Ame rica, Central America, South America, Asia (except the People’s Republic of China (“PRC”), India and Vietnam), Australia and New Zealand, governed by and construed in accordance with the laws of New York (except as set forth herein), (ii) with respect to Accounts located in Europe, the Middle East and Africa, governed by and construed in accordance with the laws of England, (iii) with respect to Accounts located in India, governed by and construed in accordance with the laws of India, (iv) with respect to Accounts located in the PRC, governed by and construed in accordance with the laws of the PRC, (v) with respect to Accounts located in Vietnam, governed by and construed in accordance with the l aws of Vietnam, and (vi) with respect to commercial card services, governed and construed in accordance with the laws of New York. Any disputes arising out of or relating to its terms or any non-contractual obligations arising out of or relating to its terms will be submitted for resolution to the exclusive jurisdiction of the courts of the country or state at which the relevant Account is located, without reference to the conflic ts of laws provisions thereof, provided, however, for Accounts located in the PRC, any such disputes will be submitted for resolution to the China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration and the hearing place shall be Beijing. The Customer agrees that Personal Data will be subject to the laws and legal procedures of the jurisdictions where Platform’s databases are located and to the Platform’s data retention policy. 8. Entire Agreement. These Service Terms shall constitute the entire agreement between Bank and Customer with respect to the use and acceptance of electronic signatures related to the services provided under the Account Documentation. Therefore, any terms and conditions displayed through a Platform, on the Platform’s website, or on the Customer website, or any other Customer terms and conditions, related to the use and acceptance of electronic signatures shall not be binding on Bank or the Customer. Page 473 of 638 PN: 3178051 DOC ID: 5 Page 49 of 81 J.P. MORGAN DIGITAL BILL PAYMENT SERVICE TERMS V1.4_04_16_24 JPMorgan Chase Bank, N.A. and certain affiliates of JPMorgan Chase Bank, N.A. (collectively, the “Bank”) and Paymentus Corporation and certain affiliates of Paymentus Corporation (collectively, “Paymentus”, and together with the Bank, the “Service Provider”) will provide the Customer with the Digital Bill Payment Service which provides a platform and connectivity enabling the Customer to (i) presen t bills and receive payments from Counterparties electronically, (ii) provide Counterparties with billing notific ations, reminders and secure electronic billing, and (iii) other services as described in Schedules A and B to these Service Terms (the “Digital Bill Payment Service”).The Bank uses Paymentus Corporation and certain affiliates of Paymentus Corporation (collectively, “Paymentus”) as its primary application service provider to provide the Digital Bill Payment Service to the Customer. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services (the “Account Terms”) as well as other applicable service terms (collectively, “Account Doc umentation”) are incorporated into these Service Terms by reference. By acknowledging or signing the applicable Account Documentation or by using or continuing to use the Digital Bill Payment Service, the Customer agrees to these Service Terms. If and to the extent there is a conflict between these Service Terms and the Account Terms, the provisions of these Service Terms shall govern. Capitalized terms used and not otherwise defined herein shall have the meanings specified in Section 16 hereof, Section 9 of Schedule A or in the Account Terms. 1. Receivables/Pay-Ins. The Customer may use the Digital Bill Payment Service to initiate a Transaction from a Counterparty to the Customer using the Paymentus System. The Counterparty may be notified by the Customer using the Digital Bill Payment Service that payment is requested for a bill or invoice by sending a Payment Request. The Counterparty may choose to accept or decline a P ayment Request. Payment Requests that require Registration (e.g., recurring payments) will be processed once the Counterparty has completed Registration and authorized a payment to the Customer using a Payment Method. Customer understands and agrees that the Counterparty may choose not to Register or cancel an existing Registration at any time. Payment Requests that do not require Registration will be processed once the Counterparty has authorized a payment to the Customer using a Payment Method and input all the required information. 2. Counterparty Channels. The Customer may utilize interfaces made available by the Digital Bill Payment Service (“Counterparty Channels”) to facilitate interactions with the Counterparty. Counterparty Channels include an online and mobile website, phone-based call center and physical point of sale. The Counterparty Channels may be used for Registration and / or processing and service of a Transaction. The Customer may be offered the ability to customize the appearance and / or function of the Counterparty Channels in order to adhere to Customer branding requirements, including the use of the Customer’s name, logo and/or associated brand marks. 3. Transaction Processing/Payment Methods. The Customer may provide their Counterparty with the option of one or more Payment Methods to complete a Transaction. If the Counterparty authorizes a Transaction, the Bank will process the Transaction using the Payment Method selected by the Counterparty, as applicable. The Bank has no obligation to make any specific Payment Meth od available. 3.1 Integration with Customer Billing System. Paymentus will develop and maintain one real-time interface to interact with the Customer’s billing system. 3.2 Authorizing Transactions. Paymentus will confirm the dollar amount of all Payments, and when paid by the Counterparty, the corresponding fee to be charged. Paymentus will electronically obtain the Counterparty’s approval of the charges prior to initiating a payment authorizations transaction, and will provide the Customer with an electronic confirmation of all transactions and transaction reports. 3.3 Authenticating Counterparties. The Service Provider makes available to the Customer various methods for verifying the identity of Counterparties and the authenticity of their instructions, including verification of biller-assigned account numbers, account validation services and challenge questions. The Customer understands that certain Payment Methods will require account validation and/or Counterparty authentication. 3.4 Customer Settlement Account. The Customer authorizes the Bank to debit and credit a designated settlement account of the Customer held with the Bank in connection with the Digital Bill Payment Service. 3.5 ACH Processing. 3.5.1. For Use of the Digital Bill Pay Service in the U.S.: If the Counterparty chooses to make a Transaction through ACH, the Digital Bill Payment Service will, subject to these Service Terms and Schedule A, initiate ACH debit entries to the accounts of the Counterparty. The Bank will have no responsibility for any delays in receipt of funds, or errors in Account, or entries, or Instructions caused by the Customer, the Counterparty, or any other third party. In preparing and transmitting ACH debit entries, the Bank can rely on all information, data, and Instructions received by the Bank through the Paymentus System and will not be responsible for the inaccuracy of such information and data. 3.5.2. For Use of the Digital Bill Payment Service in Canada: If the Counterparty chooses to make a Transaction through ACH, the Digital Bill Payment Service will, subject to these Service Terms and the Bank’s Global ACH Payments and Collection Service Terms (as same may be amended or substituted from time to time), initiate ACH debit entries to the accounts of the Counterparty. The Bank will have no responsibility for any delays in receipt of funds or errors in Account entries caused by the Customer, the Counterparty, or any other third party. In preparing and transmitting ACH debit entries, the Bank can rely on all information and data for any user provided to Paymentus through the Paymentus System, and will not be responsible for the inaccuracy of such information and data. 3.6 Card Processing and Stored Value Digital Wallet Accounts. Page 474 of 638 PN: 3178051 DOC ID: 5 Page 50 of 81 3.6.1 For Use of the Digital Bill Payment Service in the U.S.: If the Counterparty chooses to initiate a Transaction using a Card, such Transactions will be submitted to Paymentus and processed by the Bank according to its formats and procedures and in accordance with and subject to Schedule A. 3.6.2 For Use of the Digital Bill Payment Service in Canada: The Customer will need to sign a separate payment processing agreement (“PPA”) with the Merchant Processor in order to enable Transactions using a Card. If the Counterparty chooses to initiate a Transaction using a Card, such Transactions will be submitted to and processed by the Merchant Processor according to its formats and procedures and in accordance with, and subject to the terms of, such PPA. In processing and transmitting Transactions through Cards, the Bank’s sole responsibility will be to transmit the Transaction information to the Merchant Processor 3.7 Stored Value Digital Wallet (SVDW) Processing. If the Counterparty chooses to initiate a Transaction using a SVDW Account, such Transaction will be submitted to and processed by the SVDW Provider in accordance with its terms and conditions. The Customer may be required to establish an account with the SVDW Provider as a condition of enabling Customer to permit its Counterparties to initiate Transactions from their own SVDW Accounts. The SVDW Provider will be responsible for transferring value from the Counterparty’s SVDW Account to the Customer’s SVDW Account and for any reversals, recalls or returns in connection therewith, and the Bank will have no responsibility therefor. Once the Transaction is authorized, the SVDW Provid er will send an acknowledgment to the Bank and the Customer indicating processing of the Transaction. In processing and transmitting Transactions through the SVDW Provider, the Bank’s sole responsibility will be to transmit the Transaction information to the SVDW Provider. The Bank will have no responsibility or liability for any acts, omissions, delays or errors by the SVDW Provider. The availability of a SVDW Provider as a means for a Counterparty to complete a Transaction shall not be deemed an endorsement or recommendation of such SVDW Provider. No SVDW Provider shall be an agent or service provider of the Bank. 3.8 Cash Payments at Retail Locations. If agreed upon by the Customer and the Bank, the Customer may provide Counterparties with the ability to make Payments by cash at certain stores/retail locations (“Retailers”). The processing of such Payments will be performed at the Retailer’s location based upon an agreement between Paymentus and such Retailer and the Bank will have no liability if the Retailer fails to complete or erroneously completes a Payment or fails to provide transaction details to Pay mentus. Transaction information provided by the Retailer to Paymentus will subsequently be reported by the Bank to the Customer; the Bank will have no responsibility for any errors in such information or reconciliation of such information. 4. Counterparty Convenience Fees; Surcharging. Convenience Fees, Surcharges or other similar service fees (collectively, “Service Fees”) may be charged to the Counterparty in relation to the Digital Bill Payment Service if mutually agreed upon by the Customer and the Bank. The Digital Bill Payment Service may initiate a separate transaction for the collection of the Service Fee and will submit the transaction to the Bank or through the applicable network as applicable. Service Fees will either be retained by the Bank, Paymentus or the Customer, as mutually agreed upon by the Parties. The party retaining the Service Fee shall be responsible for obtaining any necessary consents and issuing any required disclosures to Counterparties and for paying any applicable fees and taxes relate d to the Service Fees. Certain state laws may prohibit and/or impose restrictions on the assessment of Service Fees added to credit card transactions. It is Customer’s responsibility to comply with all such applicable laws in connection with its decision to use the Digital Bill Payment Service to add such fees to the total amount Customer is collecting from its Counterparties. 5. Fees for Digital Bill Payment Service. A fee schedule for the Digital Bill Payment Service will be provided to the Customer. The Bank shall have the right to modify fees as provided in the Account Documentation. Fees charged may be based on certain assumptions relating to the average size of transactions, transaction volumes and the mix of payment types; without limitation of anything contained in the Account Documentation, if such assumptions prove to be incorrect, Customer’s fees may be increased. Cus tomer agrees to pay any fees charged by Paymentus for: (a) point-of-sale devices and related third party implementation fees and other supplies, (b) any other equipment supplied by Paymentus and related expenses, and (c) customizations to the Digital Bill Payment platform made at Customer’s request. 6. Chargebacks / Return / Reversals. Customer is responsible for all Refunds processed by the Bank through the Digital Bill Payment Service, whether initiated by the Customer, the Counterparty, or any other third party. The Customer shall be responsible if any Transaction for which the Customer or any Counterparty has been given provisional credit is the subject of a chargeback, return or reversal, or if final settlement is not received by the Bank for any reason. In such event, the Bank will charge back the amount to the Customer’s account or claim a refund from the Customer. The Bank will credit the amount of any returned Transaction to the Customer’s d esignated account upon receipt by the Bank of settlement and after any applicable resubmissions are completed. 7. Cancellation or Modification. Once a Payment Request has been issued to a Counterparty, such Payment Request may not thereafter be cancelled or modified by the Customer; provided, however, in the event the Customer requests to cancel or modify any Payment Request prior to the time the Counterparty has accepted or declined such Payment Request, the Bank will endeavor to act upon a cancellation or modification request. 8. Security Procedures for Customer Transaction Instructions and other Information. Instructions transmitted by the Customer to the Bank shall be verified in accordance with either (i) applicable security procedures set forth, and as defined in, the Channels Terms if Instructions are delivered by the Customer to the Bank, or (ii) security procedures agreed upon with Paymentus if Instructions are delivered by the Customer directly to Paymentus. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank or Paymentus, as well as any subsequent modification made to such procedures and requirements that are designed to strengthen the applicable security procedures . 9. Obligations of the Customer. In connection with the Digital Bill Payment Service, the Customer shall have the following obligations: Page 475 of 638 PN: 3178051 DOC ID: 5 Page 51 of 81 (a) The Customer shall provide the Service Provider with all information and materials reasonably necessary for the Service Provider to implement the Digital Bill Payment Service for use by the Customer, including providing the file format specification that the Customer currently uses to post its payments to the billing system. (b) The Customer shall provide Paymentus with the information required to integrate with the Customer’s billing system, and shall cooperate with Paymentus when it changes its settlement and invoicing processes. (c) Except as hereafter provided, the Customer (as the originator of each Transaction) authorizes the Service Provider to obtain an Authorization on the Customer’s behalf from each Counterparty when the Counterparty uses a Counterparty Channel to initiate a Payment, as applicable. When the Counterparty does not use a Counterparty Channel, but instead directly provides the bank account or Card details to the Customer, the Customer shall obtain the Authorization from each Counterparty and shall provide each Counterparty with all required disclosures pursuant to Applicable Laws and as additionally agreed to by the parties. (d) The Customer shall maintain the Customer’s own channels required to utilize the Digital Bill Payment Service, including, but not limited to, website and mobile application, as well as any related links, URLs, APIs and Session Transfer capabilities between the Customer’s channels and the Digital Bill Payment Service, as applicable. The Customer agrees that the Digital Bill Payment Service shall be offered on all of Customer’s channels and websites on which other payment options are offered. (e) The Customer shall procure and maintain, at its sole expense, all hardware, software and telecommunications equipment necessa ry to access and use the Digital Bill Payment Service, including any updates or upgrades required by the Service Provider for the Digital Bill Payment Service. (f) The Customer shall use commercially reasonable efforts to ensure that the Customer and its vendors, if applicable, cooperate fully with the Service Provider to achieve interoperability of the Paymentus System and the Digital Bill Payment Service with the Customer’s or vendor’s hardware and software. The Service Provider will have the right to, at its discretion, reject any data that it reasonably believes will interfere with the ability of the Paymentus System or Digital Bill Payment Service to process data in accordance with these Service Terms. (g) The Customer acknowledges that the Bank’s customer is the Customer and no Counterparty shall be considered a customer of the Bank for any purpose, unless that Counterparty is already a customer of the Bank in the ordinary course. (h) The Customer shall maintain the confidentiality of any passwords, codes, digital certificates, security devices and related instructions for use of the Digital Bill Payment Service, which may be revised from time to time upon notice to the Customer, and if the Customer believes or suspects that any such information or instructions have been accessed by unauthorized persons, the Customer shall promptly notify the Bank and advise the Bank as to the effect of the security breach and the corrective actions to be taken to restore or verify security. (i) For Use of the Digital Bill Payment Service in Canada: Customer directed stylistic changes to a Counterparty Channel including, but not limited to, text / font, background and foreground colors must adhere to Web Content Accessibility Guidelines (WCAG) 2.0 AA. 10. Representations, Warranties and Covenants. The Customer represents, warrants and covenants to the Bank that: (a) The Customer shall comply with all Applicable Laws; (b) Each Counterparty has agreed and authorized that their mailing address, email address, telephone number, Payment Method account details and any other information agreed upon by the Bank and the Customer, as applicable, may be shared with the Bank and th e Bank’s agents and vendors in connection with the Digital Bill Payment Service. (c) Neither the Payment Request nor any resulting Transaction is being issued or made in respect of or in connection with past due payments or debts owed by the Counterparty to the Customer, nor does any Payment Request or Transaction relate to accounts in default or delinquency under the terms of any agreement between the Customer and the Counterparty or under Applicable Law. (d) The Customer agrees to indemnify and hold the Bank, its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) arising directly or indirectly from the Customer’s breach of any representation, warranty or covenant under these Service Terms. 11. Intellectual Property Ownership. The Customer may only use Paymentus’ logo and other service marks (“Paymentus Marks”) to promote the Digital Bill Payment Service and Paymentus’ role. The Customer does not have any right, title, license or interest, express or implied in and to any objec t code, software, hardware, trademarks, service mark, trade name, formula, system, know-how, telephone number, telephone line, domain name, URL, copyright image, text, script (including, without limitation, any script used by Paymentus on the Paymentus System) or other intellectual property right of Paymentus (“Paymentus Intellectual Property”). All Paymentus Marks, Paymentus Intellectual Property, and th e Paymentus System, and all rights therein (other than rights expressly granted herein) and goodwill pertain thereto belong exc lusively to Paymentus. Customer will not transfer, license, publish, rent, assign, time-share, lease, convey, copy, translate, convert to another programming language, decompile, disassemble, reverse engineer, modify or change the Paymentus System or any component thereof for any purpose under any circumstances, except as permitted herein. Customer will not disclose or distribute to any other person or party, or allow any other person or party to access, inspect or copy the Paymentus System, including any component of the platform and related data. Unless otherwise expressly agreed to in writing, Customer shall not remove or modify any disclaimer, copyright or trade mark notice contained in any component of the Paymentus System or Digital Bill Payment Service or in anything copied or downloaded therefrom. Page 476 of 638 PN: 3178051 DOC ID: 5 Page 52 of 81 Customer shall not use the Paymentus System in a manner which would infringe the proprietary rights of Paymentus, the Bank or others or violate the laws, tariffs or regulations of any country. Customer agrees not to disclose to any other party and to keep confidential all of the Paymentus System and all information contained in or related to the Paymentus System and related documentation. If the Customer requests Paymentus to make customizations in the Digital Bill Payment platform for Customer, any such Customi zation shall be considered part of the Paymentus System and shall be owned exclusively by Paymentus. For any such customization fo r which the Customer has paid fees to Paymentus as provided in Section 5, Paymentus hereby grants to the Customer a non -exclusive, non- transferable, non-sublicensable license to such customization solely in connection with the Digital Bill Payment Service and Paymentus System. Any such license granted to the Customer shall terminate immediately upon the termination of these Service Terms. All Bank trademarks, trade names, service marks, logos and titles owned by or licensed to the Bank, including without limitat ion those used by Bank in connection with the Digital Bill Payment Service (collectively, “Bank Marks”), shall remain the sole and exclusive property of the Bank or the respective licensor. These Service Terms give Customer no rights or license to the Bank Marks. 12. Reliance on Information. Without limitation of the foregoing, the Service Provider is authorized to rely on the content, accuracy and completeness of all information and data received from the Customer or any Counterparty. The Service Provider will not be liable for any loss or damage arising out of the inaccuracy thereof, including any errors in the Counterparty Information and any resulting erroneous Transactions. The Customer shall be solely responsible for the security and integrity of all information and data supplied or transmitted to the Service Provider including during transmission to the Service Provider. 13. DISCLAIMER. THE DIGITAL BILL PAYMENT SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE TECHNOLOGY OR DIGITAL BILL PAYMENT SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE DIGITAL BILL PAYMENT SERVICE. 14. Withdrawal of Access/Suspension of Service. The Customer shall immediately notify the Bank if it revokes enrollment of any Counterparty, or suspends any Counterparty or any Counterparty’s access to the Digital Bill Payment Service. The Bank may, at any time, in its sole discretion, cancel or suspend a Counterparty’s use of or access to the Counterparty Channels, as may be required by applicable law, rule or regulation or by the Bank’s policies and procedures. The Bank may, in its discretion, instruct the Customer to terminate access to any Authorized User or individual and the Customer agrees to promptly comply with such instructions. 15. Customer Agreement with Counterparty. The Customer acknowledges and agrees that the Bank shall not be deemed to have any knowledge (imputed or otherwise) of any of the terms or conditions of any agreement between the Customer and any Counterparty nor for the performance thereof. Notwithstanding the foregoing, in the event the Bank becomes aware that the content of any communication or agreement between the Customer and any Counterparty relating to the Digital Bill Payment Service is incorrect or contains information that the Bank in its reasonable discretion finds objectionable, the Bank shall have the right to require the Customer to modify or amend such communication or agreement to the Bank’s reasonable satisfaction. At all times, the Customer shall comply, and shall ensure that the Counterparty complies, with all Applicable Laws. 16. Definitions. “ACH” means The U.S. Automated Clearing House System for use of the Digital Bill Payment Service in the U.S. and means the Automated Clearing Settlement Systems of Payments Canada for use of the Digital Bill Payment Service in Canada. “API” means Application Programming Interface. “Applicable Laws” mean: (a) any law, rule, regulation, requirement, judgment, decree, order or directive, including, without limitation, any global, federal, country, state, provincial or local laws, rules and regulations and including those issued by governmental o r regulatory authorities having jurisdiction over the relevant party, that are applicable to a party, or its business, or which the party is otherwise s ubject to, including without limitation , anti-money laundering laws, privacy laws and sanctions laws; (b) any applicable Payment Brand rules, standards and guidelines, including without limitation security standards relating to privacy, and data security, and (c) cle aringhouse and payment network rules. “Authorized User” means any person who has been designated by a written notice from the Customer to act on behalf of the Customer under these Service Terms or the Account Documentation. “Authorization” means an authorization from the Counterparty to the Customer that may be obtained (i) by the Bank on behalf of the Customer through the Counterparty Channels, or (ii) by the Customer, in either case before originating a debit or credit entry to the Counterparty’s deposit account. “Card” means a physical card or virtual representation of a card used to access an account or account number through which Payment Brand payment services are delivered, authorized and established between a Counterparty and a Payment Brand. Cards include, b ut are not limited to, credit or debit cards. “Channels Terms” means the J.P. Morgan Treasury Services Electronic Channels Service Terms. “Convenience Fee” is a charge to a Counterparty for the convenience of using the payment channel offered by Customer through the Digital Page 477 of 638 PN: 3178051 DOC ID: 5 Page 53 of 81 Bill Payment Service. “Counterparty” means either a consumer or business customer of the Customer or other person or entity with whom Customer has a relationship, who after completion of registration makes a Payment through the Paymentus System. “Counterparty Channels” has the meaning given to it in Section 2. “Customer” means the customer acting individually or in another capacity and using this Paymentus Service. “Merchant Processor” means the Bank affiliate that is the provider of services necessary to authorize, process and/or settle Counterparty’s Card and ACH transactions (if applicable). “Payment” is any payment made by Counterparties to the Customer for services, bills, or other amounts owed to the Customer. “Payment Brand” is any payment method provider whose payment method is accepted by Bank for processing, including, but not limited to Visa Inc., MasterCard Incorporated, Discover Financial Services, American Express Company and other credit and debit card providers, and debit network providers. “Payment Method” means one or more methods made available by the Service Provider, from time to time, through which Transactions are made or received by the Customer such as bank account, Card, Stored Value Digital Wallet Account and cash. “Payment Request” means a request delivered by email to a Counterparty’s email address or by text message to a Counterparty’s telephone number, in each case as supplied by the Customer to the Service Provider, that the Counterparty pay specified amounts to the Customer. “Paymentus System” is the platform through which Payments can be made through the Counterparty Channels. “Register” or “Registration” means the process through which Counterparties provide their bank account or Card details, as applicable, using the Counterparty Channel in order to make or receive a Transaction. “Stored Value Digital Wallet Account” means a wallet account maintained on a software-based system that (i) stores information about the account holder’s credentials used to fund such account and (ii) is used to make and receive payments, such as purchases from sellers, money remittances or other types of payments. A Stored Value Digital Wallet Account is not an Account. “Stored Value Digital Waller Provider” means an entity that provides and maintains Stored Value Digital Wallet Accounts. “Surcharge” is a fee added to a payment amount by the Customer for credit card only transactions. This fee is not applicable to debit cards. The fee can be a fixed or variable amount and can be applied to card present or card not present transactions. The fee must be added to the principal amount of the transaction and collected in one transaction. “Transaction” means the payment of amounts specified by the Customer to be paid by the Counterparty to the Customer using a Payment Method Page 478 of 638 PN: 3178051 DOC ID: 5 Page 54 of 81 ADDITIONAL TERMS APPLICABLE TO THE USE OF THE DIGITAL BILL PAYMENT SERVICE IN CANADA Notwithstanding any other provision herein or in any Account Documentation, the Customer acknowledges that any information pr ovided to the Bank regarding any Counterparty, is not intended to establish a business relationship between the Bank and the Counterparty for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and its Regulations. The Customer represents and warrants that, by providing a Counterparty’s information to the Bank, it is not released from its ind ependent obligation to comply with all Applicable Laws and the Bank’s policies notified to the Customer. The Customer agrees to enter into appropriate agreements with SVDW Providers to enable Customer to receive a Transaction from a Counterparty’s SVDW Account, as applicable. The Customer represents, warrants and covenants to the Bank that: (i) each Counterparty has provided express consent for the Bank and its agents and vendors to send email and text messages, including those sent via automatic or automated dialing technology , for informational and servicing purposes to such Counterparty at the telephone number and email address that such Counterparty has provided to the Customer; and (ii) the Customer has verified that the Counterparty’s phone number has not been disconnected or reassigned before the Bank sends the text message Page 479 of 638 PN: 3178051 DOC ID: 5 Page 55 of 81 SCHEDULE A CARD AND ECP PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES When Customer uses the Digital Bill Payment Service to receive payments for Transactions initiated by Card or by ECP, those Transactions are processed by the Bank through systems and networks owned by the Networks, each of which maintains its own set of Network Rules governing Transactions processed over such Network. 1. Compliance with Network Rules, Applicable Law and User Guide; Network Liabilities. Customer agrees to comply with the Network Rules (including the Security Standards) of each Network, as they pertain to the T ransactions the Customer submits to the Bank for processing. The Customer shall not, through act or omission, cause the Bank to violate any Network Rules. The Customer shall perform its obligations under this Schedule in compliance with all applicable federal, state and local laws and regulations and shall not submit any Transaction that Customer knows to be illegal. Bank reserves the right to temporarily suspend funding or refuse to process any Transaction if Bank reasonably suspects that it was prepared in violation of any provision of this Schedule appli cable law, or the Network Rules. Customer agrees to pay any and all fines, f ees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Networks on Customer or Bank as a result of Customer’s actions, omissions, Transactions, Chargebacks or Returns, including without limitation, Customer’s failure to comply with the Network Rules, this Agreement or any Security Standards (the “Network Liabilities”). 2. Transactions: Chargebacks, Returns, and Refunds. Customer represents and warrants that Customer will only use the services described herein and submit Transactions for proces sing which represent the sale or lease of goods or the provision of services by Customer to a Counterparty and not on behalf of any third-party seller. Customer shall have full liability for all Chargebacks (with respect to Card Transactions) and all Returns (with respect to E CP Transactions), as may be assessed in accordance with the applicable Network Rules, provided, however, that in the event that any Chargeback or Return is ultimately reversed by the applicable Network in Customer’s favor, Bank shall refund Customer for the amount thereof. Customer is responsible for all Refunds processed by the Bank through the Digital Bill Payment Service, whether initiated by the Customer, the Counterparty, or any other third party. 3. Settlement and Funding. (a) Bank will submit Customer’s Transactions to the applicable Network for processing, and thereafter will provisionally fund the Settlement Account (as defined below). (b) Customer must designate at least one bank account for the deposit and settlement of funds and the debit of any fees and costs associated with Bank’s processing of the Transactions (all such designated bank accounts shall be collectively referred to herein as the “Settlement Account”). Customer authorizes Bank to initiate electronic credit entries, debit entries, and adjustments to the Settlement Account for amounts due to or from Customer in connection with this Schedule and the Service Terms. Bank will not be liable for any del ays in receipt of funds or errors in Settlement Account entries caused by third parties, including but not limited to delays or errors by the Networks or Customer’s bank. (c) Unless otherwise agreed, the dollar amount payable to Customer for Customer’s Transactions will be equal to the amount submi tted by Customer in connection with Customer’s sale Transactions, minus the sum of amounts due from Customer, including Refunds, Chargebacks, Returns, Network Liabilities, and all applicable charges and adjustments; provided, however, that in the event Bank fails to withhold any such amounts from Customer’s Transaction proceeds, Bank may debit Customer’s Settlement Account for such amounts. (d) If Bank fails to withhold any Refunds, Returns, Chargebacks, Network Liabilities or other charges or amounts due from the proceeds payable to the Settlement Account (including where such proceeds are insufficient to cover such obligations), or if the Settlement Account does not have a sufficient balance to pay amounts due from Customer under these terms, Bank may pursue one or more of the following options: (i) demand and receive immediate payment for such amounts; (ii) debit the Settlement Account for the amount of the negative balan ce; (iii) withhold settlement payments to the Settlement Account until all amounts are paid; (iv) delay presentation of refunds until a payment is made to Bank of a sufficient amount to cover the negative balance; and, (v) pursue any remedies Bank may have at law or in eq uity. 4. Specific Requirements, Representations and Warranties Relating to ACH Transactions. (a) The National Automated Clearing House Association (“NACHA”) Operating Rules (“NACHA Rules”) are the applicable Network Rules governing Customer’s ACH Transactions. Customer is responsible for complying with the NACHA Rules as set forth in Section 1 of this Schedule. As the originating depository financial institution, Bank will originate and process Customer’s ACH Transactions (the “ODFI”, as that term is further defined in the NACHA Rules), and Bank retains the right to reject or delay any ACH Transaction, to execu te an ACH Transaction through any clearing house or channel it deems appropriate, to terminate or suspend Customer’s right t o originate ACH Transactions, or to audit Customer’s compliance with the NACHA Rules. (b) Any credit made to a Counterparty’s account as a result of an ACH Transaction originated by Customer (e.g., an issuance of a refund) is provisional until the Counterparty’s receiving depository financial institution (the “RDFI”, as further defined in the NACHA Rules) receives final settlement for such entry through a Federal Reserve Bank. If final settlement is not received by the RDFI, the RDFI will receive a refund from the Counterparty, and the Counterparty will not be deemed to have been paid by Customer. Page 480 of 638 PN: 3178051 DOC ID: 5 Page 56 of 81 (c) Customer represents and warrants that: (i) each ACH Transaction Customer originates will comply with all applicable laws and NACHA Rules; (ii) Customer will not originate any ACH Transaction as a Third Party Sender (as that term is defined in the NACHA Ru les) and will not allow any third party to originate an ACH Transaction through Cus tomer’s account under this Agreement; (iii) all ACH Transactions resulting in a debit to the Counterparty will be authorized by the Counterparty in writing and signed or s imilarly authenticated in a manner that complies with the NACHA Rules; (iv) Customer will obtain and retain proper authorization, in accordance with all applica ble laws and the NACHA Rules, for each initiation of an ACH debit or credit to a Counterparty’s account, and will make copies thereof available to us upon request; and, (v) Customer hereby makes to us, and certify compliance with, all warranties that Bank makes, or is deeme d to make, under the NACHA Rules, in connection with any ACH Transaction Customer originates. 5. Safeguarding Account Information; Security Standards. (a) Customer represents to Bank that Customer does not have access to any Account Information (such as the Counterparty’s primary account number, expiration date, security code or personal identification number) and Customer will not request access to such Card i nformation from Bank. In the event that Customer does happen to receive Account Information in connection with the processing services provided by Bank, Customer agrees that Customer will not use it for any fraudulent purpose or in violation of any Netw ork Rules or applicable law and Customer will comply with all applicable Network Rules and Security Standards. Customer also acknowledges the heightened risk associated with access to Transactions and Account Information, and, to the extent Customer does have access to Transactions and Account Information, Customer must establish policies and procedures to protect such informat ion in conformity with the Network Rules, Security Standards, and applicable law, including the storage and disclosure of such information. Customer shall exercise reasonable care to prevent use or disclosure of Transactions or Account Information, other than as necessary to complete a Transaction or as otherwise specifically permitted by the Network Rules or required by applicable law. If at any time Customer determines or suspects that Transactions or Account Information have been compromised, Customer must notify Bank immediately and assist in providing notification to such parties as may be required by law or Network Rules, or as we otherwise reasonably deem necessary. Customer further agrees to provide Bank, upon request, with information related to Customer’s compliance with the Network Rules and Security Standards as may from time to time be required by the Networks or reasonably requested by Bank. (b) Customer acknowledges that failure to comply with the Network Rules, including the Security Standards, or the occurrence of a Data Compromise Event, may result in assessments, fines and/or penalties by the Networks. In the event Bank incurs any damage, loss, liability or expense as a result of any such failure or occurrence, including, without limitation, any Network Liability, Customer shall reimburse Bank immediately for all such amounts. Furthermore, if any Network requires a forensic examination of Customer or any of Customer’s agents, business partners, contractors, or subcontractors due to a Data Compromise Event, Customer agrees to cooperate with such forensic examination until it is completed, including, without limitation, the engagement of an examiner acceptable to the relevant Network. Notwithstanding the foregoing, the Networks may directly, or demand that Bank engage an examiner on Customer’s behalf in order to expedite the investigation of the Data Compromise Event. Customer agrees to pay for all costs and expenses related to any required forensic examination. 6. Taxes, Merchant Taxpayer Certification and Bank’s Reporting Obligations. Upon request from time to time, Customer shall provide Bank with the appropriate taxpayer certification documentation, via Internal Revenue Service (IRS) Form W-9 (or the appropriate versions of Form W-8, if applicable). Customer shall promptly notify Bank if there are any changes in this information. Bank may deduct withholding taxes, if any, from proceeds payable to Customer or any entity that is a party to this Schedule where required under applicable law. Bank may, in accordance with applicable law and from time to time during the term of this Service Terms, request Customer to recertify its taxpayer certification hereunder. Furthermore, Customer shall be responsible for any penalties related to Bank’s reporting obligations hereunder to the extent such penalties accrue based on the actions or inactions of Customer despite reasonable notice from Bank. Customer agrees to pay and are responsible for all sales, use, excise, goods and services, value-added and like taxes, which are imposed on the provision of sale or lease of any equipment, supplies, intellectual property or services under this Schedule. If Customer is required by law to deduct or withhold and pay withholding or other taxes (“Taxes”) on Bank’s behalf with respect to any amounts payable during the term of this Schedule, Customer will pay such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received by Bank(including Additional Amounts) after such withholding or deduction will not be less than the amount that Bank would have received if such Taxes had not been withheld or deducted. Customer will also make such withholding or deduction, and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Bank may deduct withholding taxes, if any, from proceeds payable to Customer or any entity that is a party to this Schedule where required under applicable law. 7. Amendments and Updates. Bank reserves the right to update or amend this Schedule from time to time, including as may be required to ensure compliance with the Network Rules, applicable law, or the policies, procedures or requirements of the ODFI. In such event, Bank will provide Customer with the changes, or with an updated copy of this Schedule, and Customer’s continued use of Bank’s processing services after Customer’s receipt of such changes shall constitute Customer’s agreement to comply with the Schedule as so amended. 8. Confidentiality of SOC-1; Letter of Compliance. The following information shall be deemed Bank’s confidential information: (i) any SOC1 (Disclosure of Service Organization Control Report No. 1), SSAE-16 or SSAE-18 (Statement on Standards for Attestation Engagements No. 16 or No. 18) report provided by Bank;; (ii) any attestation of compliance or similar letter or report provided by Bank with respect to Bank’s compliance with the Security Standards. Customer will not disclose, transmit or otherwise disseminate in any manner whatsoever any such confidential information provided by Bank to any third party. Page 481 of 638 PN: 3178051 DOC ID: 5 Page 57 of 81 9. Definitions. (a) “Account Information” is information related to a Counterparty or the Counterparty’s Card or any bank account, depository account, or other account maintained by the Counterparty, and that is obtained by Customer or Bank from the Counterparty’s Card or any check provided by the Counterparty, or that is otherwise obtained by Customer from the Counterparty in connection with a Transaction (for example, an account number, a security code, a PIN number, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Card account number, a bank account number, a card expiration date, the Cou nterparty’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Card or any check printed thereon, or magnetically, electronically or otherwise stored thereon. (b) “ACH” means Automated Clearing House. (c) “ACH Transaction” means Customer’s Transactions using ECP that utilize the ACH network, including, without limitation, those with Standard Entry Class codes ARC, TEL and WEB. (d) “Card” means a physical or virtual credit, debit card, pre-paid card, or stored value card, or any evidence thereof (e.g. account number, access number, token, code, payment credential, or other form factor or access device), or any device, mobile application, di gital wallet or other technology, medium or method (regardless of form) used to access an account or account number associated therewith and through which Network payment services are delivered, authorized and established between a Counterparty and a Network, or representatives or members of a Card Network that Customer accepts from Counterparties as payment for goods or services. (e) “Chargeback” is a rejection, reversal or return of a Transaction previously presented to Bank, as permitted and governed by the applicable Network Rules. The term Chargeback shall include any Return of an ECP Transaction. (f) “Convenience Fee” is a charge to a Counterparty for the convenience of using the payment channel offered by Customer through the Digital Bill Payment Service. (g) “Counterparty” is the person or entity to whom a Card is issued or who is otherwise authorized to use a Card and who initiates a payment with Customer relating to a Transaction. (h) “Data Compromise Event” means an occurrence that results, or could result, directly or indirectly, in the unauthorized access to or disclosure of Transactions and/or Account Information. (i) “ECP” means electronic check processing as a means of receiving or making payment in connection with a Transaction or Refund. ECP includes various products of a type supported by Bank, including, without limitation, ACH, ARC, CCD, EFT, POP, PPD, TEL, WEB and Facsimile Draft. (j) “Network” is any payment method provider whose payment method is accepted by Customer from Counterparties and which is accepted by Bank for processing, including, but not limited to, Visa, Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers. Network also includes: (i) NACHA with respect to ACH Transactions, and (ii) any other network or clearing house over which any ECP Transactions may be processed. (k) “Network Rules” are the standards, bylaws, rules, and operating regulations, as they exist from time to time, of the various Networks, and includes the Security Standards. (l) “Refund” means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services, and any adjustment of a Transaction. (m) “Return” means any rejection, reversal or return of an ECP Transaction or ACH debit entry Customer previously presented to Bank, as permitted and governed by the applicable Network Rules. (n) “Security Standards” are all rules, regulations, standards or guidelines adopted or required by the Networks or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Account Information, including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”), Visa’s Cardholder Information Security Program, Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program, MasterCard’s POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time. (o) “Surcharge” is a fee added to a payment amount by a merchant for credit card only transactions. This fee is not applicable to Debit Cards. The fee can be a fixed or variable amount. A surcharge can be applied to card present or card not present transactions. The fee must be added to the principal amount of the transaction and collected in one transaction. (p) “Transaction” is a transaction conducted between a Counterparty and Customer utilizing a Card or ECP for payment in connection with the sale of goods or the lease or provision of services by Customer (either directly or through us). Transaction may also be used to refer to the written or electronic record of such a transaction, including, without limitation, an authorization code, settlement record, ECP file, or a credit or debit entry pursuant to and consistent with NACHA Rules which is submitted to us to initiate or evidence a Transaction. (q) “Transaction Receipt” means an electronic or paper record of a Transaction generated upon completion of a sale or Refund, a copy of which is presented to the Counterparty. Page 482 of 638 PN: 3178051 DOC ID: 5 Page 58 of 81 SCHEDULE B SERVICES Page 483 of 638 PN: 3178051 DOC ID: 6 Page 59 of 81 ACCOUNT VALIDATION SERVICE TERMS V1.3_09_20_24 The Bank (as hereafter defined) will provide the Customer with a Service (the “Account Validation Service”) that enables Customer to submit inquiries (“Inquiries”) as to (a) whether an account number provided by Customer is associated with an open account maintained at a U.S financial institution or certain non-U.S. financial institutions (“Account Status Verification”), (b) whether a name provided by Customer matches the name of an account owner at a U.S. financial institution or certain non-U.S. financial institutions associated with such account if confirmed open (“Account Owner Authentication”), and (c) other characteristics and information as may be made available from time to time. The provisions of the Bank’s terms and conditions governing the operation of business accounts and services, as well as other applicable service terms (collectively, “Account Documentation”), are incorporated into these Service Terms by reference. The Account Validation Service, and each AVS Product (as such term is hereafter defined) shall be deemed to be a “Service” under and as defined in the Account Documentati on and these Service Terms shall be deemed to be “Service Terms” under and as defined in the Account Documentation. Unless otherwise defined in these Service Terms, capitalized terms used in these Service Terms shall have the same meanings as in the Account Documentation. As used in these Service Terms, the term “Bank” means either JPMorgan Chase Bank, N.A. or J.P. Morgan SE as specified in Section 10(e) hereof. 1. Account Validation Service. The Account Validation Service is a Service that consists of one or more products that provide Account Status Verification, Account Owner Authentication and related information, which products are provided by Bank and a variety of other providers. Products (hereafter called “AVS Products”) and providers (“Providers”) include the following: (a) A JPMorgan proprietary product providing Account Status Verification and Account Owner Authentication using the Bank’s propri etary payments and transactions data (the “JPMorgan Proprietary Data Service”), as governed by and subject to the provisions set forth in these Service Terms; (b) Early Warning Real-time Payment Chek® with or without Account Owner Authentication, provided by Early Warning Services LLC; (c) Early Warning Verify Account Service provided by Early Warning Services LLC; (d) JPMorgan Microdeposit Service; (e) LiinkSM by J.P. Morgan Confirm for accounts at non-U.S. financial institutions (f) JPMorgan Pattern Matching Service, as such term is defined in Section 6; and (g) Other internal or external proprietary services specified as available by the Bank. The AVS Products described in subsections (b) through (e) above will be governed by, and subject to, separate Schedules to these Service Terms in addition to these Service Terms. In the event of any conflict or inconsistency between a Schedule and these Service Terms, t he Schedule will control. Customer will select the Providers Customer wishes to receive Responses (as hereafter defined) from, except that with respect to Inquiries on U.S. accounts only, (i) Inquiries will always be directed first to the JPMorgan Proprietary Data Service, and (ii) Pattern Matching Service will automatically be applied on the terms set forth in Section 6. Once Customer has selected the desired Providers, Bank will determine the order in which Inquiries are sent to Providers, as further described in Section 3 below. 2. Accessing the Account Validation Service; Inquiries. (a) Customer will access the Account Validation Service through a direct connection with the Bank pursuant to these Service Terms and the J.P. Morgan Electronic Channels Service Terms (“Channels Terms”), using one of the connectivity methods set forth in the Channels Terms. The Bank will advise Customer which connectivity method(s) is/are available for access to the Account Validation Service. (b) Customer will transmit Inquiries via its selected connectivity method and will include the necessary data specified by the Ba nk for its selected AVS Product(s) and type of response agreed upon. The Bank will advise Customer of formatting and content requi rements for Customer’s Inquiries. The Bank may reject or delay processing of Inquiries or Responses (as hereafter defined) if the Customer’s instructions or information are not complete or otherwise do not meet the criteria the Bank specifies for acceptan ce; the Bank will notify Customer of any Inquiries that are not processed for this reason. Customer agrees that it will submit Inquiries only for valid business payment purposes; without limitation of the foregoing, Customer will not submit Inquiries for the purpose of searching for accounts. (c) Customer will be solely responsible for the accuracy, completeness and compliance with any laws, statutes, orders, conventions, regulations, self-regulatory standards, and regulatory interpretations and guidance (including those of any governmental agency) that are applicable to Customer in performing its obligations under the Service Terms (collectively, “Applicable Law”) of the Inquiries, including any information provided by Customer and the Bank will not assume any liability resulting from receipt of the same or from the use of, or reliance upon, the information in connection with any Inquiries. 3. Responses. (a) Bank’s Account Validation Service platform will interrogate the applicable Provider(s) and/or Provider databases to determine if such Provider has information to provide in response to the Inquiry; if so, the Bank will then receive the response data, map it into summarize d form and provide a response to Customer with the results (“Response”). Page 484 of 638 PN: 3178051 DOC ID: 6 Page 60 of 81 (b) Bank will also provide the full response data to Customer (c) With respect to Inquiries for U.S. accounts only, the following shall apply: (i) Bank will determine the order in which Customer’s Inquiries are forwarded to the respective Providers for response. The Ac count Validation Service platform will interrogate the JPMorgan Proprietary Data Service database first and provide a Response if t hat database has information to provide. If the JPMorgan Proprietary Data Service database finds no information, the Service will interrogate the other Provider databases individually, following a waterfall logic through successive data sources until one of the Providers has information to provide a Response to the Inquiry or all sources are exhausted, resulting in a Response of no i nformation found. (ii) It is understood and agreed that the Response provided will be from the first Provider in the waterfall that has the requested information, or if no Providers have information, the Response will indicate that no information was found. In either case, the Response will be mapped in accordance with the Provider’s pre-set criteria as described in the applicable Schedule. The Response will be coded to identify the Provider that returned the response. (d) With respect to Inquiries for accounts at financial institutions outside the U.S., LiinkSM by J.P. Morgan Confirm will be the sole Provider subject to separate Schedule. 4. Restrictions on Use of the Response Data. (a) Customer shall not transmit Response data to any customer of Customer or any other third party, or allow any third party to access the Response, or sell, resell, sublicense or otherwise transfer any part of the Response data to any other person or entity, except (i) for a transfer to an affiliate of Customer with a need-to-know for internal use of Customer, (ii) as may be required by applicable federal, state and local laws, and the regulations promulgated thereunder, or (iii) as may be permitted under a Schedule. (b) Customer acknowledges and agrees that each Response is time-sensitive and only intended to be used by Customer in connection with the specific Inquiry for which it was furnished; Customer agrees not to use it for any other purpose. Responses must be used in connection with payments to be made from, or deposited to, Customer’s Accounts. (c) Customer is fully responsible for any decisions Customer makes based on Response data received under the Service and Bank wil l have no responsibility or liability for any losses incurred by Customer as a result of such decisions (d) Response data is current as of the time it is provided and Bank has no obligation to update any Response data after it has be en provided to Customer or to notify Customer if such Response data has changed. (e) Should Customer fail to validate an account status or account owner through the Service, it will not decline to complete a transaction or provide services without taking additional intermediate steps such as requesting alternate account information, or att empting to process a payment instruction on the account. 5. Additional Provisions Applicable to the JPMorgan Proprietary Data Service. a) Accessing the JPMorgan Proprietary Data Service; Inquiries and Responses. (i) The database used to provide Responses for the JPMorgan Proprietary Data Service is a confidential proprietary Bank database consisting of Bank’s historical experiences with various types of outgoing and incoming payments and related transactions in volving identified bank accounts and routing numbers (the “JPMorgan Proprietary Database”). Through searches based on name, account number and routing number provided by Customer, the Bank will identify whether it has experienced transactions with a particu lar account number and routing number combination and/or a particular account number and account owner and provide a Response as to Account Status Verification or Account Owner Authentication. (ii) Bank will determine a lookback period within which an Inquiry will be researched for a Response. The JPMorgan Proprietary Database will be accessed and the data obtained will be mapped to provide a Response of Open/Valid, Closed/Invalid or “No Information Found.” (iii) Customer acknowledges that the information accessed by the Bank in the JPMorgan Proprietary Database and the Responses provided consists of the Bank’s own transactions with respect to the accounts and account owners upon which Inquiries are being made. b) Restrictions on Use of the JPMorgan Proprietary Service Response Data. (i) Customer shall not, and shall not permit any other party, to merge, aggregate or compile JPMorgan Proprietary Data Service Responses into any database for any purpose; provided the foregoing shall not prohibit the retention of JPMorgan Proprietary Data Service Responses (i) as may be required to comply with applicable law or regulation or documented internal document retention policies or (ii) copies of which are made during Customer’s routine system back-ups, in which case, such Responses may be retained for a period Page 485 of 638 PN: 3178051 DOC ID: 6 Page 61 of 81 consistent with Customer’s standard procedures with respect to erasing, destroying or over -riding back-upmedia; provided, in case of both clauses (i) and (ii), such Responses shall not be used or accessed for any other purposes. (ii) JPMorgan Proprietary Data Service Responses shall be treated as confidential information by Customer. c) Use for Permitted Purposes Only. Customer shall only use the JPMorgan Proprietary Data Service Responses for the following purposes: (i) when Customer is acting as a payment processor for other persons or entities, with respect to an account or account owner ind icated on: an active immediate payment order or repetitive payment order it has received from, and been instructed to process by, its direct customer (“Instructing Customer”), or a payee profile established with its Instructing Customer to facilitate future payments orders, or a pre-processing inquiry on a transaction it has initiated with the Instructing Customer (ii) When Customer has been contractually authorized, and intends to, on its own behalf, debit the applicable account at a present or future date, (iii) When Customer intends to make a payment, on its own behalf, to the applicable account, or (iv) When Customer is the owner of the applicable account. d) Notwithstanding anything herein to the contrary, Customer shall not use JPMorgan Proprietary Database Response data (x) in w hole or in part for the purpose of serving as a factor in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes; employment purposes; or any other authorized purpose for use of a consumer report under applicable law including but not limited to 15 U.S.C. Sections 1681b(a)(3) through 1681b(a)(6) (“Eligibility Purposes”) of the Fair Credit Reporting Act, 15 U.S.C. Section 1681 et. seq. (the “FCRA”) or other equivalent or comparable regulation applicable to Customer, and (y) to take “adverse action” against any consumer as defined in the FCRA (15 USC § 1681a (k) (1)). “Adverse actions” include all business, credit, and em ployment actions affecting consumers that can be considered to have a negative impact on a consumer—such as denying or canceling credit or insurance, or denying employment or promotion. JPMorgan Proprietary Database Responses, including responses that do not provide positive Account Status Verification or Account Owner Authentication may not be used as the basis to deny the provision of any goods o r services, but Customer may use such Response data to inform its determination that further diligence is required to (1) verify the status or owner of the applicable account, or (2) obtain alternative account information from a transaction counterparty or customer . 6. Additional Provisions Applicable to Pattern Matching . JPMorgan Pattern Matching Service (“Pattern Matching Service”) will compare the account number and ABA routing number of Customer’s Inquiry and provide a Response indicating whether the pattern of such number(s) is a “Valid Pattern” or “Invalid Pattern” (collectively called “Pattern Matching Responses”). The Pattern Matching Service will be applied only if Customer has not subscribed to the Microdeposit Service and if Responses from all other Providers are “No Information Found.” (a) The assessment of whether a pattern is a Valid Pattern or an Invalid Pattern will be based upon whether there have been payments made to or received from the receiving financial institution in the past using a similar pattern of numbers and digits. A Response of “Valid Pattern” does not provide, and should not be relied upon to provide, any assurance that the C2 is or is not the intended payor/payee of any subsequent transactions. No repairs or changes will be made to the Inquiry Customer has submitted. (b) Pattern Matching Responses only provide indicators of whether a prospective payment is likely to be successful; there is no g uarantee or assurance intended or provided with regard to the success or lack of success of any subsequent payment. (c) The provisions set forth in Sections 4 and 5(b) and(c) hereof shall also apply to the Responses and Response data provided by the Pattern Matching Service. 7. Property Rights with Respect to JPMorgan Proprietary Database. Customer acknowledges that the JPMorgan Proprietary Database, including associated databases and other components of the Serv ice, are owned by the Bank and contain valuable proprietary information of the Bank. 8. No Warranty. THE BANK EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY REGARDING THE PERFORMANCE, USE OR RESULTS OF USING THE AVS PRODUCTS. BANK WILL NOT BE LIABLE FOR ANY ERRONEOUS OR UNAUTHORIZED PAYMENTS MADE BY CUSTOMER BASED ON THE INFORMATION RECEIVED THROUGH THE AVS SERVICE 9. Representations and Warranties; Indemnity. Customer hereby represents, warrants and covenants to the Bank that: (a) (i) All Inquiries are submitted for valid business purposes and in connection with payments intended to made to or received from the applicable account; (ii) Customer’s use of Responses and Response data shall at all times comply with these Service Terms a nd applicable Schedule, and (iii) Customer has obtained from each of its counterparties or customers all authorizations and consents required by Appl icable Law in connection with the submission of Inquiries and receipt of Response data relating to the account of such counterparties or customers. Page 486 of 638 PN: 3178051 DOC ID: 6 Page 62 of 81 (b) Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from an d against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resulting directly or indirectly from Customer’s breach of any warranty made under these Service Terms. 10. General. (a) Customer acknowledges that the Bank may use one or more Providers for its own internal validation purposes. Customer represe nts and warrants that Customer has made its independent determination for selection of the Account Validation Service and has not rel ied on any representation made by the Bank in connection therewith. (b) Use of the Account Validation Service does not constitute an assurance that transactions will be processed for validated Coun terparties. (c) Customer understands and agrees that it is responsible for handling of any and all complaints or inquiries submitted by or on behalf of the Counterparties or any other person or entity with respect to the Response Data and shall bear associated costs. Cus tomer shall notify Bank of any such complaints. (d) Customer acknowledges and agrees that no relationship, contractual, arising under common law, in equity or otherwise) is inte nded or created between Bank and any Counterparty or other third party and the Bank is providing the Account Validation Service sol ely to the Customer and not to such Counterparty or other third party and does not owe any duties to such parties. (e) Customer understands and agrees that if Customer would otherwise require a valid data transfer mechanism to be included in th e Service Terms in the form of standard data protection terms for the transfer of personal information to third countries that do not ensure an adequate level of data protection, as described in Article 46 of the EU General Data Protection Regulation, or equivalent section of p rivacy regulations (“Standard Contractual Clauses”) for transferring personal data subject to EU/UK GDPR, Customer has entered into these Service Terms with J.P. Morgan SE. Otherwise, Customer shall enter into these Service Terms with JPMorgan Chase Bank N.A. If Customer initially enters into these Service Terms with JPMorgan Chase Bank N.A., but later requires the Standard Contractual Clauses due to a change in circumstances, the parties shall agree on the appropriate transfer of rights and obligations to J.P. Morgan SE. Signature page (delete if not applicable)1 J.P. Morgan SE CITY OF SAN LUIS OBISPO Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: (Second authorized signer if required) (Second authorized signer if required) Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: 1 Two JPM signatures required if signed by J.P. Morgan SE and any of its branches. For Customer Accounts located in Ireland, the “Bank” shall refer to J.P. Morgan SE, Dublin branch. Page 487 of 638 PN: 3178051 DOC ID: 6 Page 63 of 81 EXHIBIT A JURISDICTION SPECIFIC PROVISIONS 1. Ireland 1.1. References to “the Bank” in the Account Validation Service Terms shall be deemed to refer to J.P. Morgan SE, acting through its Dublin branch. 1.2. Sections 3(c), 3(d), 5, 6 and 7 shall not apply and be deleted in relation to the Account Validation Service Terms. 1.3. Section 1 of the Account Validation Service Terms shall not apply and be replaced in full as follows: “The Account Validation Service is a Service that consists of one or more products that provide Account Status Verification, A ccount Owner Authentication and related information, which products are provided by Bank and a variety of other providers. Product s (hereafter called “AVS Products”) and providers (“Providers”) include the following: (a) LiinkSM by J.P. Morgan Confirm for accounts at non-U.S. financial institutions (b) Other internal or external proprietary services specified as available by the Bank for accounts at non -US financial institutions (such service providers with applicable terms to be notified to Customer from time to time) The AVS Products described in subsections above will be governed by, and subject to, separate Schedules to these Service Terms in addition to these Service Terms. In the event of any conflict or inconsistency between a Schedule and these Service Terms, the Schedule will control.” 1.4. The following clause will be added to Section 2(d) of the Account Validation Service Terms. “Notwithstanding anything to the contrary in these Service Terms, the Bank reserves the right, in its sole discretion, to anal yze and use data it collects to improve the Account Validation Service and for any other business purpose, provided that the data used by the Bank for such purpose will be aggregated and/or de-identified in a manner that does not constitute personal data (as defined in applicable privacy regulations) only upon Customer’s instruction allowing the Bank to aggregate and/or de-identify data for such purpose(s). By signing these Service Terms, Customer agrees the Bank to aggregate and/or de-identify data for such purpose(s).” 1.5. Section 3(b) of the Account Validation Service Terms shall not apply and be replaced in full as follows: “Bank will also provide the Response data excluding any personal data to Customer.” 1.6. Section 4(c) of the Account Validation Service Terms shall not apply and be replaced in full as follows: “Customer receives Responses and Response data based on its Inquiries data submitted to the Bank and acknowledges that the Ban k cannot guarantee the accuracy, completeness and timeliness of the Responses and Response data. Customer is fully responsible for any decisions Customer makes in its own discretion based on Response data received under the Service and Bank will have no responsibility or liability for any losses incurred by Customer as a result of such decisions .” 1.7. The following clause will be added to Section 4(f) of the Account Validation Service Terms. “Customer shall not use Response data for the purpose of carrying out AML or KYC checks within the scope of its own regulated activities, either in full or as a component of its regulated compliance solutions.” 1.8. The following clause will be added to Section 11 of the Account Validation Service Terms. “11. Exhibit A. The additional jurisdiction specific provisions set forth in the attached Exhibit A and updated from time to time are applicable solely to the Account where it is located in the relevant jurisdiction. If there is any inconsistency between t he applicable jurisdiction specific provisions and these Service Terms, the applicable jurisdiction specific provisions shall prevail. Page 488 of 638 PN: 3178051 DOC ID: 7 Page 64 of 81 J.P. MORGAN CONCOURSETM SERVICE TERMS V1.8_05_21_25 The Customer has opened and maintains a deposit account with JPMorgan Chase Bank, N.A. and/or one or more of its affiliates o r subsidiaries (the “Bank”) and the Bank will provide the Customer with a Service on such deposit account which (i) provides a Bank hosted platform and/or connectivity designated for this Service, enabling the Customer to initiate payments to, or receive payments from, Counterparties (as defined herein), (ii) enables the Customer to receive related reports, notifications and other information related to such payments, and (iii) under which the Bank will collect certain payment related information from Counterparties (the “Payment Information”) (including for example details of the bank account which a Counterparty wishes to use) on the Customer’s behalf (the “Concourse Service”). The provisions of the account documentation, including terms and conditio ns governing the operation of business demand deposit accounts and services (the “Account Terms”) and the J.P. Morgan Treasury Services Electronic Channels Service Terms (the “Channels Terms”), as well as other applicable service terms (collectively, “Account Documentation”) are incorporated into these Service Terms by reference. By acknowledging or signing these Service Terms or by using or continuing to use the Concourse Service, the Customer agrees to these Service Terms. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. Capitalized terms used herein and not otherwise defined in the body of these Servic e Terms shall have the meanings specified in the Definitions Section hereof or in the Account Documentation. 1. Available Services: General. Certain aspects of the Concourse Service may be available in different jurisdictions. Bank has advised and will advise Customer which functionalities and Payment Methods are available to the Customer under this Service. Customer will instruct the Bank to process payables or receivables in accordance with these Service Terms on their Account(s), as further set forth below. A Counterparty will, if necessary under applicable law and/or the request of Customer, be required to Register in order for the Bank to process payments in accordance with these Service Terms, and the Customer understands that a Counterparty may choose not to Register or may cancel an existing Registration at any time, in which case the Bank may not be able to provide all functionalities under the Concourse Service to the Custome r with respect to the Counterparty. For the avoidance of doubt, when providing the Concourse Service, the Bank acts on behalf of the Customer, not the Counterparty, including when receiving information from the Counterparty. 2. Receivables/Pay-Ins. The Customer may use the Concourse Service to initiate a Transaction(s) from a Counterparty to the Customer using the Technology. In the jurisdictions where this is available, the Customer may opt to charge a Counterparty Fee (as hereinafter defined) for the Transaction. The Counterparty may be notified by the Customer using the Concourse Service that payment is requested for a bill or invoice by sending a Payment Request. The Counterparty may choose to accept or decline a Payment Request. Processing of the Payment Request will commence once the Counterparty has completed Registration (if and as required) and authorized a payment to the C ustomer by means of an Electronic Payment using a Payment Method. 3. Payables/Pay-Outs. The Customer may use the Concourse Service to initiate a Transaction or series of Transactions from the Customer to a Counterparty using the Technology and, if applicable, by instructing the Bank to send a Payment Offer to the Counterparty. 3.1 Timeframe. The Customer must specify a timeframe within which the Counterparty may accept the Payment Offer. 3.2 Acceptance. The Counterparty may choose to decline a Payment Offer or (after Registering, if required) accept it by providing an Authorization. If the Payment Offer is not accepted within the timeframe determined by the Customer, that Payment Offer will expire. Once a Payment Offer expires, the Counterparty will no longer be able to accept or decline that Payment Offer. Processing of the Transaction will commence once the Counterparty has Registered (if required) and provides an Authorization that applies to the Transaction for the first time or, where the Counterparty has already provided an Authorization that applies to the Transaction, the Customer initiates a payment; this is also when the Customer’s Payment Offer is deemed received by the Bank. 3.3 Currency. The Customer’s Payment Offer may state that it will make a Transaction to the Counterparty at a default currency amount, or at an alternative amount in another currency (a “Multiple Currency Payment Offer”). The alternative amount will be as determined in accordance with the rates, and after deduction of fees, for currency conversion as agreed between the Bank and the Customer in the Account Documentation. If the Customer makes a Multiple Currency Payment Offer, the Counterparty may use the Counterparty Channel to nominate the currency it wishes to receive the Transaction in (the “Preferred Currency") and the Bank will process the Transaction on behalf of the Customer in the Preferred Currency in accordance with this clause 3.3 and the Account Documentati on. A Multiple Currency Payment Offer is deemed received by the Bank once the Counterparty has confirmed the Preferred Currency. However, the Bank wi ll not process a Transaction, or be treated as having received the Customer’s Payment Offer, unless the relevant requirements above have also been met. Where a Multiple Currency Payment Offer covers future payments as well as an initial payment, future paym ents will be in the Preferred Currency (as nominated by the Counterparty from time to time) as determined in accordance with this clause 3.3. 3.4 Cancellation. The Customer may cancel a Payment Offer at any time before the Counterparty has accepted it in which case the Counterparty will no longer be able to accept that Payment Offer or provide a related Authorization. See below Section concerning Cancellation or Modification, for additional details. 4. Counterparty Channels. The Customer may utilize interfaces made available by the Bank (“Counterparty Channels”) to facilitate interactions with the Counterparty. Counterparty Channels may include a secure connectivity channel embedded into the Customer’s website (“Embedded Channel”), an online and/or mobile website and if separately agreed, a phone-based Call Center. The Counterparty Channels may only be used for Registration, Authorization and for other purposes specified in these Service Terms or by the Bank relating to the processing and service of a Transaction, including collecting Personal Information from the Counterparty. The Customer may be offered th e ability to customize the appearance and/or function of the Counterparty Channel in order to adhere to Customer branding requirements, including the use of the Customer’s name, logo and / or associated brand marks. Page 489 of 638 PN: 3178051 DOC ID: 7 Page 65 of 81 5. Transaction Processing/Payment Methods. The Customer may provide the Counterparty with the option of one or more Payment Methods to complete a Transaction. If the Counterparty completes Registration and authorizes a Transaction, the Bank will process the Transaction using the Payment Method selected by the Counterparty, as applicable. Payment Methods may include those set forth in this Section, and others made available by the Bank from time to time. Bank has no obligation to make any specific Payment Metho d available. Additional Service Terms may be required for certain Payment Methods; in the event of any conflicts between such Service Terms and these Service Terms, these Service Terms will apply, but only with respect to the Customer’s use of the Concourse Service. 5.1 Bank Account Processing. If the Counterparty chooses to make a Transaction through a bank account, the Bank will, subject to these Service Terms, initiate debit or credit entries to the checking or savings accounts of the Counterparty. 5.2 Paper Check Processing. All Paper Check Payments shall be governed by the Check Print Service Terms. 5.3 Push to Card (U.S. and CANADA ONLY). All Push to Card Payments shall be governed by the Push to Card Service Terms. 5.4 Virtual Card (U.S. ONLY). All Virtual Card Payments shall be governed by the Virtual Card Service Terms. 5.5 Prepaid Card (U.S. ONLY). All Prepaid Card Payments shall be governed by the Prepaid Card Service Terms. 5.6 Card Processing and Card-based Digital Wallet Accounts (AS AVAILABLE IN SELECT JURISDICTIONS). If the Counterparty chooses to make a Transaction using a Card, such Transactions will be submitted to and processed by the Merchant Processor according to its formats and procedures. In processing and transmitting Transactions through Cards, the Bank's sole responsibility will be to transmit the Transaction information to the Merchant Processor. The Bank will have no responsibility for applying any payments to a Counterparty’s Card account or for any other credit card processing functions, nor will the Bank have any responsibility for any action or i naction of the Merchant Processor. 5.7 Stored Value Digital Wallet (“SVDW”) Processing (AS AVAILABLE IN SELECT JURISDICTIONS). If the Counterparty chooses to make a Transaction using a SVDW Account, such Transaction will be submitted to and processed by the SVDW Provider in accordance with its terms and conditions. The SVDW Provider will be responsible for transferring value to or from the Counterparty’s SVDW Account and for any reversals, recalls or returns in connection therewith, and the Bank will have no responsibility thereof. Once the Transaction is authorized, the SVDW Provider will send an acknowledgment to the Bank indicating processing of the Transaction. In processing and transmitting Transactions through the SVDW Provider, the Bank’s sole responsibility will be to transmit the Transaction information to the SVDW Provider. The Bank will have no responsibility or liability for any acts, omissions, delays or errors by the SVDW Provider, including without limitation any failure to complete or delay in completing the Transaction or any losses relating to fraud, data breach or data security of the SVDW Provider. The availability of a SVDW Provider as a means for a Counterparty to complete a Transaction shall not be deemed an endorsement or recommendation of such SVDW Provider. No SVDW Provider shall be found to be an agent or service provider of the Bank. 5.8 Counterparty Fees (U.S. and CANADA ONLY). Customer may affirmatively “opt-in” to charge convenience fees, service fees, processing fees, surcharges or other similar platform fees (collectively, “Counterparty Fee(s)”) to the Counterparty in relation to the Concourse Service. Customer acknowledges that it was given the option by the Bank to not charge Counterparty Fees, and that it voluntarily, and in its sole discretion, elected to charge such Counterparty Fees. The Bank is not responsible for evaluating the legality of the Counterparty Fees. 5.8.1 Concourse may initiate a separate transaction for the collection of the Counterparty Fee, and will submit the transaction to the Bank or through the networks, as applicable. 5.8.2 Counterparty Fees will either be retained by the Bank, or the Customer, as mutually agreed upon by the Parties. 5.8.3 The Party retaining the Counterparty Fee shall be responsible for obtaining any necessary consents, and issuing any required disclosures to Counterparties and for paying any applicable fees and taxes related to the Counterparty Fees. 5.8.4 The Customer acknowledges that certain state or provincial laws may prohibit and/or impose restrictions on the assessment of Counterparty Fees added to credit card transactions. It is the Customer’s responsibility to comply with all Applicable Laws in connection with its decision to add fees to the total amount Customer is collecting from its Counterparties. 6. Settlement and Settlement Account. The Customer authorizes the Bank to debit and credit (as applicable) a designated account of the Customer held with the Bank in connection with the processing and settlement of Transactions (“Account”). 7. Chargebacks/Returns/Reversals. The Customer shall be responsible if any Transaction for which the Customer or any Counterparty has been given provisional credit is the subject of a chargeback, return or reversal, or if final settlement is not received by the Bank or Merchant Processor for any reason. In such event, the Bank will chargeback the amount to the Customer’s account or claim a refund from the Customer. The Bank will credit the amount of any returned Transaction to the Customer’s designated account upon receipt by the Bank of settlement and after any applicable resubmissions are completed. 8. Cancellation or Modification. Once a Payment Request or Payment Offer has been issued to a Counterparty, the Customer may request to cancel or modify any Payment Request or Payment Offer prior to the time the Counterparty has Authorized or declined such Payment Request or Payment Offer. The Bank will endeavor to act upon such cancellation or modification request. 9. Security Procedures for Customer Transaction Instructions and Other Information . All Instructions transmitted by the Customer to the Bank shall be verified in accordance with the Security Procedures set forth, and as defined in, the Channels Terms. Controls Page 490 of 638 PN: 3178051 DOC ID: 7 Page 66 of 81 unilaterally implemented by the Bank shall not be deemed to be Security Procedures for purposes hereof unless explicitly iden tified as such in writing. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank, as well as any subsequent modification made by the Bank to such procedures and requirements that are designed to strengthen the Security Procedures. 10. Security Procedures for Authenticating Counterparties. 10.1 The Bank shall make available reasonable security measures for verifying the identity of Counterparties that access a Counterparty Channel or Embedded Channel, as applicable, including the following: (a) Authentication of a Counterparty by the Customer prior to the user accessing a Counterparty Channel (“Session Transfer”); (b) A challenge question that the Counterparty will be required to answer prior to submission of Transaction, if applicable; and (c) Use of one or more services that provide account ownership authentication. 10.2 For certain Payment Methods specified by the Bank, the Customer will be required to implement at least one of the foregoing procedures in this Section or (to the extent appropriate and in accordance with the Applicable Law) sign a waiver in a form specified by the Bank (“Waiver”). The Customer agrees that any information that has been verified through one or more of the applicable security procedures set forth in this Section (or processed pursuant to an executed Waiver, as applicable) shall be effective an d binding on the Customer, whether or not authorized by the Customer or the Counterparty, and notwithstanding that any resulting Transaction may result in an overdraft of an Account. 10.3 The Customer agrees to indemnify and hold the Bank, its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) (“Losses”) arising directly or indirectly from the Bank receiving and acting on any information through the Counterparty Channel or Embedded Channel (as applicable) that was not authorized by the Counterparty save to the extent that such Losses arise as a direct res ult of the Bank’s gross negligence, fraud, or failure to implement or maintain reasonable security measures for authenticating the Counterparty on the Counterparty Channel or Embedded Channel (as applicable). 11. Obligations of the Customer. In connection with the Concourse Service, the Customer shall have the following obligations: (a) The Customer shall provide the Bank with all information and materials reasonably necessary for Bank to implement the Concourse Service for use by the Customer. (b) If the Customer is using the Concourse Service to initiate a Transaction, the Customer will provide the Bank with appropriate and sufficient information in connection with that Transaction including any Personal Information requested by the Bank, such as t he name, email address, phone number, and mailing address for each Counterparty and any other information agreed upon by the Bank and the Customer from time to time (the “Counterparty Information”). The Customer shall provide the Counterparty Information i n a format and through a secure channel acceptable to the Bank, using such security procedures as the Bank may prescribe. The Customer is solely responsible for providing all applicable notices (including privacy notices, if applicable) to the Counterparty, and obtaining all required consents and authorizations to permit the sharing of Counterparty Information with the Bank, and its agents and vendors if applicable, and the Bank, and its agents and vendors if applicable, subsequent processing of same. The Bank may reject or delay processing of the Counterparty Information if the Counterparty Information is incomplete or otherwise does not meet the standards the Bank reasonably specif ies for acceptance. The Customer will promptly notify the Bank of any changes to any Counterparty Information provided by the Customer to the Bank. The Counterparty Information may be accompanied or followed by instructions setting forth the payment amount for each Transaction and such other information as the Bank reasonably requires to enable the Bank to issue Payment Requests and/or Payment Offers to Counterparties, as applicable, including without limitation such evidence of authority for the Payment Request or Payment Offer as the Bank may require. The Bank may reject or delay processing of a Transaction if the Customer’s instructions are not complete or otherwise do not meet the standards the Bank specifies for acceptance; the Bank will notify the Customer of any instructions that the Bank does not accept. All instructions provided under this Section shall be electronically delivered to the Bank in a secure, encrypted, or password protected format, acceptable to the Bank, using the security procedures referenced in these Service Terms. (c) Except as otherwise provided below, the Customer (as the originator of each Transaction) authorizes the Bank to obtain an Authorization on the Customer’s behalf from each Counterparty when the Counterparty uses a Counterparty Channel, as applicable. (d) When the Counterparty does not use a Counterparty Channel, but instead directly provides the bank account or Card details to the Customer, the Customer shall obtain the Authorization from each Counterparty. (e) The Customer shall execute any additional documents related to payment processing by Merchant Processor as provided by the Bank, as applicable. (f) The Customer shall maintain the Customer’s own channels required to utilize the Service, including, but not limited to, website, mobile application as well as any related links, URLs, APIs and Session Transfer capabilities between the Customer’s channels and the Concourse Service, as applicable. (g) The Customer shall procure and maintain, at its sole expense, all hardware, software and telecommunications equipment necessary to access and use the Service, including any updates or upgrades required by the Bank for the Service. (h) The Customer shall use commercially reasonable efforts to ensure that the Customer and its vendors, if applicable, cooperate fully with Page 491 of 638 PN: 3178051 DOC ID: 7 Page 67 of 81 the Bank to achieve interoperability of the Technology and Service with the Customer’s or vendor’s hardware and software. The Bank will have the right to, at its discretion, reject any data that it reasonably believes will interfere with the ability of the Technology or Service to process data in accordance with these Service Terms. (i) The Customer acknowledges that the Bank’s customer is the Customer and no Counterparty shall be considered a customer of the Bank for any purpose, unless that Counterparty is already a customer of the Bank in the ordinary course. The Customer agrees that the Bank may solicit feedback or comments from the Customer or Counterparties relating to their experience using the Concourse Service. (j) The Customer shall maintain the confidentiality of any passwords, codes, digital certificates, security devices and related i nstructions for use of the Service, which may be revised from time to time upon notice to the Customer, and if the Customer believes or suspects that any such information or instructions have been accessed by unauthorized persons, the Customer shall promptly notify the Bank and advise the Bank as to the effect of the security breach and the corrective actions being taken to restore or verify security. (k) The Customer shall ensure that the Counterparties promptly notify them of any security breaches of the Counterparty Channel. (l) If the Customer wishes for the Bank to take an action regarding the Counterparty Channel, the Customer shall instruct the Bank on such actions as it deems necessary. Reasons behind such requests for Bank action may include, but are not limited to, if the Customer becomes aware of or reasonably suspects any unauthorized access to the Counterparty Channel or if the Customer believes or suspects t hat any related information or instructions have been accessed by unauthorized persons. It should be noted, that, at all times, the Customer is able to take any such action to the Counterparty Channel it deems appropriate, in its discretion, and in accordance with applicable laws, without such instruction to the Bank. For the avoidance of doubt, in case the Customer becomes aware of or reasonably suspects any unauthorized access to the Counterparty Channel or if the Customer believes or suspects that any related information or instructions have been accessed by unauthorized persons, the Customer shall either (i) take action to the Counterparty Channel or (ii) instruct the Bank to take an action in accordance with this section. (m) Customer directed stylistic changes to a Counterparty Channel including, but not limited to, text/font, background and foreground colors must adhere to Web Content Accessibility Guidelines (WCAG) 2.0 AA accessibility guidelines. (n) The Customer shall maintain reasonable sanctions policies, procedures and/or controls reasonably designed to ensure that no Counterparty is subject to sanctions under Applicable Laws. 12. Obligations of the Bank. In connection with the Concourse Service, the Bank shall have the following obligations: (a) The Bank shall provide the form of Authorization and Terms and Conditions to a Counterparty when a Counterparty uses a Counterparty Channel to initiate / Authorize (as applicable) a Transaction. The Counterparty is presented with the Authorization and Terms and Conditions as a condition prior to initiating / Authorizing (as applicable) a Transaction. (b) The Bank will manage the Registration of Counterparties on the Counterparty Channels, the sending of notifications to Counterparties, and the processing of Instructions by the Customer, as applicable. (c) The Bank shall comply with all Applicable Laws as provider of the Concourse Service. 13. Representation, Warranties, and Covenants of the Customer. The Customer represents, warrants and covenants to the Bank that: (a) The Customer shall comply with all Applicable Laws and, as appropriate, the terms of the applicable Account Documentation; (b) The Counterparties (i) are not subject to sanctions under Applicable Laws, and (ii) reside in a Permitted Jurisdiction; (c) Notwithstanding the data protection warranties in these Service Terms, the Customer has obtained all relevant Authorizations and consents from the Counterparty as required to permit the sharing of Counterparty Information (including Personal Information) with the Bank and the Bank’s subsequent processing of the same; (d) The Customer has established all legal rights necessary, including consent where required, to provide to the Bank with Personal Information for the Bank to process for the purposes set out in these Service Terms; (e) Each Counterparty has provided express consent for the Bank and its agents and vendors to send email and text messages, includ ing those sent via automatic or automated dialing technology, for informational and servicing purposes to such Counterparty at the telephone number and email address that such Counterparty has provided to the Customer; (f) The Customer has verified that the Counterparty’s phone number has not been disconnected or reassigned before the Bank sends the text message; and (g) The Customer agrees to indemnify and hold the Bank, its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) arising direct ly or indirectly from the Customer’s breach of any representation, warranty or covenant under these Service Terms. 14. Intellectual Property Ownership. 14.1 Technology. Subject to the terms and conditions herein, the Bank grants the Customer a non-transferable, non-exclusive, non- assignable limited license to use the Technology for Customer’s use only. Customer will not transfer, sublicense, publish, rent, assign, time-share, lease, convey, copy, translate, convert to another programming language, decompile, disassemble, reverse engineer, mod ify Page 492 of 638 PN: 3178051 DOC ID: 7 Page 68 of 81 or change the Technology or any component thereof for any purpose under any circumstances, except as permitted herein. Custo mer will not disclose or distribute to any other person or party, or allow any other person or party to access, inspect or copy t he Technology, including any component of the platform and related data. Unless otherwise expressly agreed to in writing, Customer shall not remove or modify any disclaimer, copyright or trademark notice contained in any component of the Technology or Conco urse Service or in anything copied or downloaded therefrom. Customer shall not use the Technology in a manner which would violate this license or infringe the proprietary rights of the Bank or others or violate the laws, tariffs or regulations of any count ry. Customer agrees not to disclose to any other party and to keep confidential all of the Technology and all information contained in or related to the Technology and related documentation. The Technology constitutes commercially valuable proprietary property and trade secrets of the Bank and its licensors. The Bank and its licensors reserve all title and full ownership rights and interests in the Technology subject to the provisions herein. 14.2 Trademark. The Bank hereby grants the Customer a non-exclusive, non-assignable, non-transferable, non-sub licensable, revocable right (“Trademark License”) to display the J.P. Morgan or Chase Logo: (a) in a form to be provided by the Bank; (b) solely on the C ustomer’s internet website; and (c) solely in connection with the Customer’s use of the Concourse Service as described in these Service Terms (the “Permitted Purpose”). Customer will use the J.P. Morgan or Chase Logo solely in accordance with Bank’s brand guidelines, available at www.jpmorganbrand.com. Upon Bank’s request, the Customer will: (i) submit to the Bank for prior approval all proposed uses of the J.P. Morgan or Chase Logo; and (ii) provide to the Bank samples of all uses of the J.P. Morgan or Chase Logo and any other documents or information which may permit the Bank to determine if the Customer’s use of the J.P. Morgan or Chase Logo meets quality standards and specifications and directions supplied or approved by the Bank. The Customer shall not incorporate the J.P. Morgan or Chase Logo, any derivative of the J.P. Morgan or Chase Logos or any mark which is similar to the J.P. Morgan or Chase Logo, into Customer’s name, and shall not use the J.P. Morgan or Chase Logo or any mark similar to the J.P. Morgan or Chase Logo, in the promotion of any products or services other than as authorized under this Service Terms or in the promotion of any individual or entity other than J.P. Mo rgan or its affiliates. Ownership of the J.P. Morgan or Chase Logo and the goodwill relating thereto shall remain vested in the Bank both during the period of these Service Terms and thereafter. Any use of the J.P. Morgan or Chase Logo by the Customer shall inure to the benefit of the Bank. The Trademark License granted pursuant to this Section shall terminate immediately upon the termination of these Service Terms or as otherwise specified by Bank, for any reason, with or without cause. Upon such termination, Customer shall discontinue all use of the J.P. Morgan or Chase Logo. The Customer grants the Bank a non-exclusive limited license to use the Customer’s name, trademarks, service marks, symbols, logos, domain names and trade names, as applicable, for use in connection with the provision of the Concourse Service. 15. Reliance on Information; Memo Fields. (a) Without limitation of the foregoing, the Bank is authorized to rely on the content, accuracy and completeness of all information and data received from the Customer or received from any Counterparty (or purported Counterparty), including but not limited to any bank account details provided to the Bank for purposes of Transactions. The Bank will not be liable for any loss or damage arising out of the inaccuracy thereof, including any errors in the Counterparty Information and any resulting erroneous Transactions. The Customer shall be solely responsible for the security and integrity of all such information and data supplied or transmitted to the Bank including during transmission to the Bank. (b) The Bank may, in its discretion, provide the Customer with a memo field to use or the ability to attach supporting documentation when initiating a Payment Request or Payment Offer to Counterparties. (i) The Customer agrees that it will not include inappropriate or abusive language, messages, or content in the memo field or any attachments. (ii) The Customer acknowledges and agrees that it is authorized to include and disclose any information in the memo field and attachments and shall, at all times, comply with its obligations under these Service Terms and Applicable Laws in disclosing information in the memo field and attachments. (iii) The Customer acknowledges and agrees that it will not include or disclose Protected Health Information (as defined under Applicable Laws and in relation to the US, in 45 CFR 160.103) in the memo field or attachments. (iv) The Bank has no obligation to review any information submitted as part of the memo field or supporting documentation in connection with the same, but reserves the right to review and/or monitor such contents, and may delete or edit the memo and/or supporting documentation if the Bank believes, in its sole discretion, that any of the content is inappropriate or abusive including if such contents reasonably appear to be or contain Protected Health Information. DISCLAIMER. THE SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE TECHNOLOGY OR CONCOURSE SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE CONCOURSE SERVICE. THE BANK DOES NOT WARRANT OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, PERFORMANCE OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR-FREE, WITHOUT DELAY OR UNINTERRUPTED. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND CUSTOMER ASSUMES ALL SUCH RISK. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET IN USE OF THE CONCOURSE SERVICE PURSUANT TO THE BANK’S PROCEDURES. NOTHING IN THIS SECTION OR ELSEWHERE IN THESE SERVICE TERMS LIMITS THE BANK’S LIABILITY FOR FAILURE TO COMPLY WITH THE ABOVE SECTIONS. Page 493 of 638 PN: 3178051 DOC ID: 7 Page 69 of 81 16. Withdrawal of Access/Suspension of Service. The Bank may, in its discretion, instruct the Customer to terminate access to any Authorized User or individual and the Customer agrees to promptly comply with such instructions. The Bank reserves the right to deny, suspend or revoke access to the Concourse Service, in whole or in part, if the Bank believes the Customer and/or its Authorized Users are in breach of these Service Terms or are otherwise using or accessing the Concourse Service in a manner inconsistent with the terms and con ditions hereof. The Bank may, at any time, in its sole discretion, cancel or suspend a Counterparty’s use of or access to the Counterparty Channels, as may be required by applicable law, rule or regulation or by the Bank’s policies and procedures. The Customer acknowledges that the Bank has the right to suspend or revoke access to the Concourse Service and is not obligated to execute the Transaction where, in the Bank’s opinion, the Customer’s access to the Concourse Service or the Counterparty’s access to the Counterparty Channels may be compromised. 17. Customer Agreement with Counterparty. The Customer acknowledges and agrees that the Bank shall not be deemed to have any knowledge (imputed or otherwise) of any of the terms or conditions of any agreement between the Customer and any Counterparty nor for the performance thereof. Notwithstanding the foregoing, in the event the Bank becomes aware that the content of any communication or agreement between the Customer and any Counterparty relating to the Concourse Service is incorrect or contains information that the Bank in its reasonable discretion finds objectionable, the Bank shall have the right to require the Customer to modify or amend such communication or agreement to the Bank’s reasonable satisfaction. At all times, the Customer shall comply, and shall ensure that the Counterparty complies, with all Applicable Laws. The Customer confirms that the Counterparty does not act on the Customer’s behalf in relation to the Concourse Service includ ing when the Counterparty provides information through the Concourse Service. 18. Governing Law. These Service Terms and the rights and obligations of the Customer and the Bank in respect of the Concourse Service shall be governed by and construed in accordance with the laws appliable to the Account, as provided under the Account Terms. 19. Termination. Upon termination of these Service Terms as provided in the Account Terms, all rights to the Concourse Service and Technology, including, but not limited to, use and access, will automatically terminate. The Customer will discontinue its use of the Concourse Service and Technology, and upon request from the Bank, will return to the Bank any and all equipment, software, documentation, or other deliverables provided to the Customer by the Bank, including any copies thereof held by the Customer. 20. Definitions. “API” means Application Programming Interface. “Account” has the meaning provided above. For the avoidance of doubt, Account shall mean the demand deposit account opened by the Customer under the Account Terms which is connected to the Concourse Service under these Service Terms. “Applicable Laws” mean: (a) any law, rule, regulation, requirement, judgment, decree, order or directive, including, without limitation, any global, federal, country, state, provincial or local laws, rules and regulations applicable to the Account or and including those issued by governmental or regulatory authorities having jurisdiction over the relevant party, that are applicable to a party, or its business, or which the party is otherwise subject to, including without limitation, anti-money laundering laws, privacy laws and sanctions laws; (b) the Payment Brand rules, standards and guidelines, including without limitation security standards relating to privacy, and data security; and (c) clearinghouse and payment network rules. “Authorized User” means any person who has been designated by a written notice from the Customer to act on behalf of the Customer under these Service Terms or the Account Documentation. For the avoidance of doubt, the Counterparty is not an Authorized User of the Customer. “Authorization” or “Authorize” means: (a) a confirmation from the Counterparty to the Bank that the Counterparty accepts to receive one or more payments from the Customer; or (b) an authorization from the Counterparty to the Bank to debit the Counterparty’s deposit account; obtained by either the Bank through the Counterparty Channels; or the Customer. “Card” means a physical card or virtual representation of a card used to access an account or account number through which Payment Brand payment services are delivered, authorized and established between a Counterparty and a Payment Brand. Cards include, but ar e not limited to, credit or debit cards, stored value cards, loyalty cards, and electronic gift cards. “Counterparty” means either a consumer or business customer of the Customer or other person or entity with whom Customer has a relationship, who instructs or Authorizes a Transaction upon or after completion of Registration (as applicable). “Counterparty Channel” has the meaning provided above. “Data Protection Laws” means any law, enactment, regulation or order concerning the processing of data relating to living persons applicable in the relevant jurisdiction, including but not limited to: (a) the EU GDPR and any other law, enactment, regulation or order transposing, implementing, adopting, supplementing or derogating from, the EU GDPR and the EU Directive 2002/58/EC in each EU member state; and (b) the UK GDPR, the UK Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, each as amended from time to time and to the extent applicable to the activities or obligations under or pursuant to these Terms. “EU GDPR” means the General Data Protection Regulation 2016/679. “Merchant Processor” means the provider of services necessary to authorize, process and settle, as applicable, Counterparty’s Card transactions contemplated hereunder. “Paper Check Payments” means the service by which the Bank prints and mails check payments on behalf of the Customer for Counterparties who have not completed Registration or upon Customer’s request. “Payment Brand” is any payment method provider whose payment method is accepted by Merchant Processor for processing, including, but not limited to Visa Inc., MasterCard Incorporated, Discover Financial Services, American Express Company and other credit and debit card providers, and debit network providers. “Payment Method” means one or more methods made available by the Bank, from time to time, through which Transactions are made or received by the Customer such as bank account, Card, or SVDW Account. “Payment Offer” means a request delivered by email to a Counterparty’s email address or by text message to a Counterparty’s telephone number, in each case as supplied by the Customer to the Bank, asking a Counterparty (if not yet Authorized) to Authorize one or more Transaction(s) from the Customer. “Payment Request” means a request delivered by email to a Counterparty’s email address or by text message to a Counterparty’s telephone number, in each case as supplied by the Customer to the Bank, that the Counterparty pay specified amounts to the Customer. "Permitted Jurisdiction” signifies the permissible jurisdictions where a Counterparty may reside for purposes of receiving / accepting payments Page 494 of 638 PN: 3178051 DOC ID: 7 Page 70 of 81 in connection with Customer’s use of the Concourse Service, in each case as determined by the Bank in its sole discretion. “Personal Information” means personal data (as defined in Data Protection Laws) including personal data of the Counterparty, provided to the Bank by or on behalf of the Customer in connection with the Bank’s provision of the services contemplated in these Service Te rms and shall include the name, email address, phone number, address, payment method information and bank account or Card details of the Counterparty. “Prepaid Card Payments” means the service by which the Bank issues prepaid Cards to Customer that enable Customer to make payments to a Counterparty using such prepaid Cards. “Push to Card Payments” means the service by which the Bank enables Customer to initiate a Push to Card instruction for an intended recipient and / or offer Push to Card as a method of payment for Counterparties to enable payouts to debit cards and / or reloadable prepaid cards. “Register” or “Registration” means the process through which Counterparties provide their bank account or Card details using the Counterparty Channel in order to make or receive a Transaction. “SVDW Account(s)” means a stored value digital wallet account maintained by a Counterparty or the Customer at a SVDW Provider. “SVDW Provider” means a third party that maintains SVDW Accounts and that Bank makes available to the Customer as a method for Counterparties having SVDW Accounts to pay the amount of Payment Requests or to receive the amount of Payment Offers. “Technology” means the Bank’s (or its licensor’s) platform and website used for the provision of the Concourse Service, which may be white - labeled in the Customer’s name, and which have been designed to facilitate payments between Counterparties and the Customer, using a Payment Method. “Terms and Conditions” means the terms and conditions which may be provided by the Bank to the Counterparty which govern the Counterparty’s use of or access to the Counterparty Channel. “Transaction(s)” means the payment(s) of amounts specified by the Customer to be paid (i) by the Counterparty to the Customer or (ii) by the Customer to the Counterparty, using a Payment Method. “UK GDPR” means the General Data Protection Regulation 2016/679 as it forms part of retained EU law (as defined in the European Union (Withdrawal) Act 2018). “Virtual Card Payments” means the service by which the Bank issues virtual Cards to Customer that enable Customer to make payments to a Counterparty using such virtual Cards. Page 495 of 638 PN: 3178051 DOC ID: 7 Page 71 of 81 ADDITIONAL TERMS APPLICABLE IN SELECTED JURISDICTIONS 1. ADDITIONAL TERMS APPLICABLE TO THE USE OF THE SERVICE IN THE UNITED STATES: 1.1 ACH. “ACH” means a Transaction processed through the U.S. Automated Clearing House System. If the Counterparty chooses to make or receive Transactions through a bank account, all Transactions shall be governed by the ACH Origination Service Terms or by the Real-Time Payments Sender Service Terms, depending upon the payment system used to execut e the Transaction. 1.2 Real-Time Payment (“RTP”) Processing. RTP means a Transaction processed through the U.S. Real-Time Payment System operated by The Clearing House Payments Company. If the Counterparty chooses to make a Transaction using RTP Payments, the Customer becomes obligated to pay the amount of its Transaction upon receipt of such Transaction by the Bank. The Bank will debit the Customer’s account with the Bank that the Customer specifies for the total of RTP Payments processed in the Customer’s name. The Customer agrees to have good and collected funds in its account to cover the amounts of all RTP Payments initiated in its name. Additional Service Terms apply for RTP Payments. 1.3 Zelle2 Processing. “Zelle” refers to the Zelle Network® operated by Early Warning Services, LLC (“Early Warning”), which facilitates the exchange of Network Transactions (defined herein) between participating financial institutions. If the Counterparty chooses to make a Transaction using the Zelle Network® then the following terms and conditions shall apply upon which Network Messages (as such term is hereafter defined) can be sent under the Service through the Zelle Network®. Except to the extent modified hereby, Concourse Service Terms shall apply to all Network Transactions through Zelle. 1.3.1 Zelle Network® Transactions. “Network Transaction” shall have its meaning set forth in the Zelle Network® Participation Rules (“Zelle Rules”). The Customer may use the Service to initiate the transmission of Network Transactions to the Counterparty through the Zelle Network®. The Customer understands and agrees that the Zelle Network® is a message transmission network only, and neither transfers nor moves money. Network Transactions initiated by the Customer will be settled via the ACH or RTP for Network Transactions to deposit accounts and through the relevant credit card network (Visa or MasterCard) for Network Transactions to debit cards, as hereafter provided. The Zelle Network® enables Transactions from the Customer to Counterparties who are registered directly with Zelle or with a financial institution (including the Bank) that has an agreement with Zelle (a “Network Bank”), using aliases, such as email addresses or mobile phone numbers. Zelle will route a particular Network Transaction to a deposit account or to a debit card based upon the Counterparty’s Registration. If the Customer does not wish to send Network Transactions to Counterparty debit cards, the Customer must notify the Bank in advance through such means as the Bank shall specify. The Customer can only send payments and cannot receive or request payments through Zelle. 1.3.2 The Customer agrees to the following terms in connection with Network Transactions that are processed through Zelle. (a) The Customer acknowledges and agrees that the Customer is solely responsible for providing the correct email address and mobile number of each Counterparty. A Network Transaction may be completed even if the email address and mobile number provided by the Customer identifies a person different from the intended Counterparty. The Customer will be solely responsible for any amount that is transferred to the incorrect Counterparty or any failure to transfer any amount to the correct Counterparty as a result of an error in the information provided by the Customer to the Bank. (b) The Customer understands that Network Transactions may not be amended or cancelled once released to the Bank. The Bank will notify Customer of any Transactions or other transmissions that are rejected or returned. (c) Payment Requests (as such term is defined in the Zelle Rules) may be initiated by the Customer through the Zelle Network® if mutually agreed with the Bank. (d) A Network Transaction will typically occur in minutes if the Counterparty is registered directly with Zelle or with a Network Bank. The Customer agrees that if a Counterparty is not registered as a user with either Zelle or a Network Bank, the transfer may take up to three (3) business days from the day the intended Counterparty responds to the payment notification by registering as a Zelle user. The Customer understands and acknowledges that a Counterparty who is not registered as a Zelle user may fail to register with Zelle or otherwise ignore the payment notification and the Network Transaction may not occur. If the Counterparty does not register and accept the payment within 14 days, the Network Transaction will be cancelled. (e) The Customer becomes obligated to pay the amount of a Network Transaction upon the Bank’s receipt of Transaction requesting such Network Transaction. The Bank will debit the Customer’s account with the Bank that the Customer specifies for the total of Network Transactions processed in the Customer’s name. In the event a payment is directed to a Counterparty’s debit card, the corresponding debit from the Customer’s account may be effected immediately upon receipt of the Customer’s Payment Instructions, as such term is defined in the Zelle Rules, by the Bank. The Customer agrees to have good and collected funds in its account to cover the amounts of all Network Transactions initiated in its name. (f) Subject to the Account Documentation, settlement for Network Transactions to deposit accounts will occur either through ACH or RTP, as shall be mutually agreed upon by the Customer and the Bank. Notwithstanding the foregoing, if RTP is the agreed upon settlement method, any Transaction to a deposit account that cannot be settled through RTP will be settled through ACH. 2 Zelle and the Zelle related marks are wholly owned by Early Warning Services, LLC and are used herein under license. Page 496 of 638 PN: 3178051 DOC ID: 7 Page 72 of 81 (g) Subject to the Account Documentation, settlement for Network Transactions to debit cards will occur through the relevant card network (Visa or MasterCard). The Customer acknowledges and agrees that Network Transactions to debit cards may result in additional fees charged to the Customer either in the form of an aggregate sum included as Transaction fees or on a per Transaction basis charged at the time the Payment Instructions are initiated. Bank shall provide the Customer with notice of applicable fees for all Network Transaction with Zelle. (h) The Customer authorizes and instructs the Bank to send emails and text messages to the Counterparty concerning each Network Transaction sent to such Counterparty. (i) The Customer acknowledges and agrees that the Bank will not send Network Transactions to an unregistered Counterparty who has opted out of receiving notifications and will cancel the Network Transaction and any associated settlement. The Bank will notify the Customer of such cancellation, including the reason for cancellation. (j) The Customer acknowledges and agrees that the Bank may delay, block or cancel a Network Transaction and/or put a hold on the amount thereof in the Customer’s account as determined in its discretion for various reasons including fraud, duplicate payment, incorrect amount or incorrect Counterparty or otherwise to meet Bank’s regulatory obligations. The Bank will notify the Customer if the Bank delays or blocks a Network Transaction. (k) The Customer understands and agrees that the Zelle Network® operator may use Network Transaction information and data for certain purposes as set forth in the Zelle Rules and the Customer consents to all such use with respect to Network Transactions initiated under this Section (l) The Customer represents and warrants that (i) each Network Transaction will comply with the Zelle Rules and all applicable U.S. laws and regulations, including without limitation, those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State; (ii) all Network Transactions will be for legitimate and lawful purposes; (iii) the Customer will not use the Zelle Network® to send payments in relation to any prohibited uses as identified in the Zelle Rules such as any illegal activity (e.g., drugs, gambling, counterfeit goods), firearms, ammunition and other weapons, terrorist funding, fraud or money laundering; and (iv) the Customer will not use any Zelle Network® Service to facilitate a Payment Services Transaction (as such term is defined in the Zelle Rules), and no Network Transaction that it initiates will be a Payment Services Transaction. The Bank reserves the right to suspend or terminate the Customer’s use of the Service if the Bank believes any payment initiated by the Customer is for any unlawful purpose or falls into one of the above prohibited categories. Upon request of the Bank, the Customer will provide the Bank with any information regarding the Customer’s Network Transactions. The Customer agrees that the Bank may provide information to the Zelle Network® operator at any time relating to Customer’s Network Transactions. (m) The Bank may, at its sole discretion, provide the Customer a memo field to use when initiating a Network Transaction to a Counterparty. The Customer agrees that it will not include inappropriate or abusive language, messages or content in the memo field. The Customer acknowledges and agrees that it is authorized to include and disclose any personal information in the memo field and shall, at all times, comply with Applicable Laws in disclosing information in the memo field. The Customer acknowledges and agrees that the Bank may monitor the contents of the memo field, and may delete or edit the memo if the Bank believes, in it its sole discretion, that any of the content is inappropriate or abusive. 1.3.3 INDEMNITY. Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities, expenses (including costs of investigation and attorneys' fees and expenses of litigation), judgments, fines, penalties and amounts paid in settlement arising out of or resulting from (a) Customer’s failure to comply with the Zelle Rules to the extent applicable to the extent applicable to the Customer, (b) claims by third parties with respect to Customer’s grossly negligent or intentional acts or omissions in connection with any Network Transaction, and (c) Customer’s breach of any representation or warranty made under these terms and conditions. 1.3.4 Right to Suspend. The Bank shall have the right to suspend the Customer at any time from initiating Network Transactions and other instructions and transactions through the Zelle Network® if the Customer is suspected of misusing the Service. 1.3.5 Service Selection. Customer acknowledges that Bank is a partial owner of Early Warning. Customer represents that Customer has made its independent determination for selection of the Service and has not relied on any representation made by Bank in connection therewith. Customer acknowledges and agrees that Early Warning may receive revenue sharing or other fees from the Bank in connection with the provision of the Service to the Customer. 2. ADDITIONAL TERMS APPLICABLE TO THE USE OF THE SERVICE IN CANADA 2.1 Consent: The Customer hereby consents to receive from the Bank the services described in these Service Terms. 2.2 ACH. If the Counterparty chooses to make or receive Transactions through a bank account, all Transaction shall be governed by th e Global ACH Payments and Collections Service Terms. 2.3 Representation Regarding Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act. Notwithstanding any other provision herein or in any Account Documentation, the Customer acknowledges that any information provided to the Bank regarding any Counterparty, is not intended to establish a business relationship between the Bank and the Counte rparty for the purposes of the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its Regulations. The Customer represents and warrants that, by providing a Counterparty’s information to the Bank, it is not released from its independent obligation to com ply with all applicable laws and the Bank’s policies notified to the Customer. Page 497 of 638 PN: 3178051 DOC ID: 7 Page 73 of 81 3. ADDITIONAL TERMS APPLICABLE TO THE USE OF THE SERVICE IN ENGLAND, IRELAND AND LUXEMBOURG 3.1 Bank. In relation to (i) Accounts held in England, references to “the Bank” in these Service Terms shall be deemed to refer to J.P. Morgan N.A., acting through London branch. (ii) Accounts held in Ireland, references to “the Bank” in these Service Terms shall be deemed to refer to J.P. Morgan SE, acting through its Dublin branch, (iii) Accounts held in Luxembourg, references to “the Bank” in these Service Terms shall be deemed to refer to J.P. Morgan SE, acting through its Luxembourg branch. 3.2 Global ACH. If the Counterparty chooses to make or receive a Transaction(s) through a bank account, the Transaction(s) shall be governed by the Global ACH Payments and Collections Service Terms, depending upon the payment system used to execute the Transaction. 3.3 Data Protection. (a) In this clause, controller, personal data and process (and its variants) shall have the meaning given in the relevant Data Protection Laws at the time at which that activity or obligation was performed. (b) Each party acknowledges that, for the purposes of Data Protection Laws, it is a separate controller in relation to any Person al Information and that it, independently of, and not jointly with, the other party, determines the purposes for which and the m anner in which any Personal Information is, or is to be, processed. (c) Each party shall comply with its obligations under Data Protection Laws. (d) Further information about the Bank’s processing activities can be found in the Bank’s EMEA Privacy Policy as may be updated from time to time. 3.4 Withdrawal of Access/Suspension of Service. Section 16 shall be deleted and replaced with the following: The Bank reserves the right to deny, restrict, limit, suspend or revoke access to the Service (and/or refuse to execute a payment order), in whole or in part, if the Bank believes there are reasonable grounds to do so relating to: a) the security of the Technology; or b) suspected unauthorized or fraudulent use of the Technology. The Bank may also deny, restrict, limit, suspend or revoke access to the Service (and/or refuse to execute a payment order) due to the legal obligations of the Bank or where requested by competent authorities. Where the Bank is permitted by Applicable Law and it would not compromise its reasonable security measures to do so, it will inform the Customer that it intends to deny, restrict, limit, suspend or revoke access to the Service (and/or refuse to execute a payment order) and provide its reasons for doing so. If the Bank is unable to inform the Customer before carrying out measures to deny, restrict, limit, suspend or revoke access to the Service (and/or refuse to execute a payment order), it will do so immediately after if permitted to do so by Applicable Law and doing so would not compromise its reasonable security measures. The Bank will lift the denial, restriction, limitation, suspension or revocation of access to the Service (and/or refusal to execute a payment order) as soon as reasonably practicable after the reasons for the denial, restriction, limitation, suspension or revocation (and/or refusal to execute a payment order) cease to exist. 3.5 Acting as a Lender Under Certain Types of Agreement The Customer represents warrants and covenants to the Bank that it will not use the Service in connection with its role as a lender under either: (i) a “credit agreement” (as defined by Article 60B(3) of The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO)); or (ii) a "article 36H agreement" as defined under Article 36H(4) of the RAO. Page 498 of 638 PN: 3178051 DOC ID: 8 Page 74 of 81 ENTITY VALIDATION SERVICE TERMS V1.2_10_16_24 JPMorgan Chase Bank, N.A. (the “Bank”) will provide Customer with a service (the “Entity Validation Service” or the “Service”) that enables Customer to receive an automated identity validation assessment in connection with payments Customer intends to make to or receive from Customer’s customers, employees or other counterparties (collectively, “Counterparties”). The provisions of the Bank’s terms and conditions governing the operation of business accounts and services, as well as other applicable service terms (collectively, “Account Documentation”), are incorporated into these Service Terms by reference. The Entity Validation Service shall be deemed to be a “Service” under and as defined in the Account Documentation and these Service Terms shall be deemed to be “Service Terms” under and as defined in the Account Documentation. Unless otherwise defined in these Service Terms, capitalized terms used in these Service Terms shall have the same meanings as in the Account Documentation. In the ev ent of any conflict between these Service Terms and the Account Documentation, these Service Terms will prevail. 1. Accessing the Entity Validation Service; Inquiries. (a) The Service will utilize information that (i) is either directly or indirectly collected from Customer on the basis of its instructions and after Customer has obtained all required consents under any laws, statutes, orders, conventions, regulations, self -regulatory standards, and regulatory interpretations and guidance (including those of any governmental agency) that are applicable to Customer in perfo rming its obligations under the Service Terms (collectively, “Applicable Law”) needed to transmit the information to the Bank and/or for the Bank to provide the Service or (ii) is provided through one or more direct or indirect service providers retained by the Bank (“Providers”). The Service will not utilize information the Bank may independently have on Counterparties (“Bank Information”). For the purpose of clarification, the term “information” where used herein shall include information/data and/or documents, as applicable. Documents that can be v alidated as part of the identity validation assessment include driver’s license, passport, government ID or other officially recognized documents. (b) The current list of Providers is available upon request from the Bank. Providers include, without limitation, LexisNexis Risk Solutions FL Inc., Trulioo Information Service Inc., and Jumio Corporation. In addition to terms applicable to Providers set forth in the body of these Service Terms, terms and conditions applicable to Providers providing components of the Entity Validation Service, as and when made available by the Bank and subscribed to by Customer, are set forth at Exhibit A and/or may be provided pursuant to schedules or amendments to these Service Terms. The Bank may, and has the right to, at any time, replace a Provider with another Provider and/or add further Providers. (c) Customer will access the Entity Validation Service through a direct connection with the Bank pursuant to these Service Terms and the J.P. Morgan TS Electronic Channels Service Terms (“Channels Terms”), using one of the connectivity methods set forth in the Channels Terms. The Bank will advise Customer which connectivity method(s) is/are available for access to the Entity Validation Service. (d) Customer will itself or will instruct its Counterparties to transmit information to the Bank or the Provider designated by the Bank, in a format specified by the Bank, setting forth the Counterparties and associated information to be validated (an “Inquiry” and collectively, “Inquiries”). Each Inquiry may include, in the case of individuals, name, birth date, social security number, address, phone number and other information and, in the case of businesses, name, address, EIN (or equivalent), phone number, date of incorporation and other information. The Bank may reject or delay processing of Inquiries or Responses (as hereafter defined) if Customer’s instructions or information are not complete or otherwise do not meet the criteria the Bank specifies for acceptance; the Bank will notify Customer of any Inquiries that are not processed for this reason. Customer will be solely responsible for the accuracy, completeness and compliance with Applicable Law of the Inquiries including any information provided by Customer and/or its Counterparties, and the Bank will not assume any liability resulting from receipt of the same or from the use of, or reliance upon, the information in connection with any Inquiries. (e) Customer agrees that it will submit Inquiries only for valid and lawful business purposes; without limitation of the foregoing, Customer will not submit Inquiries for the purpose of searching for, or attempting to geolocate, persons or entities. Customer m ay be required to specify the purpose of its Inquiries as required by certain Providers; if required to do so, Customer will so specify and Customer agrees that it will only submit Inquiries for the designated purpose(s). For the avoidance of doubt, Inquiries shall be considered to be Confidential Information under the Account Documentation. (f) Customer acknowledges and agrees that it is responsible for obtaining and maintaining in full force and effect all consents and authorizations in the required form under Applicable Law from its Counterparties, providing any required notifications under Applicable Law including for the collection and use of any personally identifiable information utilized in the delivery of the Service and/or procuring that it and its Counterparties obtain and maintain in full force and effect any licenses, permits, registrations, record-filings or other forms of approval or qualification required under Applicable Law relating to the use, processing and transfer of personal identifiable information to Customer, to the Ba nk, to any Provider or to entities that are otherwise required under Applicable Law in connection with the provision of the Service. Such consents and notifications shall grant Bank and Providers with the right to collect and use such personally identifiable information as co ntemplated under these Service Terms. (g) Without limitation of the foregoing, Customer agrees to include the consent wording set out under Schedule B (“Minimum Consent”) on its Counterparty-facing portal where applicable for the upload of documents and biometric identification services provided to Counterparties. (h) Customer may add to the Minimum Consent as Customer deems necessary or appropriate as long as the Minimum Consent is contained in what is presented to Counterparties for consent in substantially the form set forth in Schedule B. Except as provided above, Customer may not use Bank’s name or logo in any material provided to Counterparties or on any porta without Bank’s consent. (i) Bank will not retain Inquiries or Inquiry data for any period of time beyond such period that Bank determines, in its discretion, to be necessary for providing the Entity Validation Service. Customer will be responsible for complying with all data retenti on and storage requirements applicable to Customer’s know-your customer and other regulatory obligations, and Bank shall have no responsibility therefor. Page 499 of 638 PN: 3178051 DOC ID: 8 Page 75 of 81 2. Responses. (a) The Bank will transmit Customer’s Inquiries to the respective Provider for response and will receive information and/or risk indicators on the various elements of the Inquiry together with a description/explanation, which the Bank may map into a summary response to be provided to Customer (“Response Data”) based on Customer’s instructions as to how information and underlying risk codes should be consolidated. Response Data will not include any Bank Information regarding Counterparties or any personal information other than that incl uded in the Inquiry. (b) Customer is fully responsible for any decisions Customer makes based on Response Data received under the Service and Bank wil l have no responsibility or liability for any losses incurred by Customer as a result of such decisions. (c) Response Data is current as of the time it is provided and the Bank has no obligation to update any Response Data after it has been provided to Customer or to notify Customer if such Response Data has changed. (d) The Bank will not store any of the data it receives from a Provider except to the extent necessary to comply with its interna l recordkeeping, risk or compliance policies, for archival and audit purposes or as otherwise required by Applicable Law. Notwithst anding the foregoing, the Bank reserves the right to delete any of the data it receives from a Provider where so required by Applicable Law. 3. Restrictions on Use of the Response Data; Permissible Purposes. (a) Customer shall not transmit Response Data to any Counterparty or any other third party or allow any third party to access the Response Data, or sell, resell, sublicense or otherwise transfer any part of the Response Data to any other person or entity. (b) Customer acknowledges and agrees that Response Data is time-sensitive and only intended to be used by Customer in connection with the specific Inquiry for which it was furnished; Customer acknowledges and agrees that it will not use the Response Data in connection with any subsequent Inquiry (including any subsequent Inquiry which is an amended Inquiry that relates to the same subject matter as a previous Inquiry). (c) Response Data provided in response to a specific Inquiry as to a Counterparty may only be used for that one Counterparty and for the Client Counterparty session in which it was initially requested, and Customer will not store, compile, or develop a database of such Response Data for any purpose other than to maintain historical records for analytics, archival or audit purposes. [Notwithstanding the foregoing restriction, Customer may use the information contained in the Response Data for its own internal record purposes for the Counterparty. (d) Customer agrees to use the Response Data solely in connection with payments anticipated to be made through the Bank and solely for the purposes of (i) verifying an individual’s identity, age or address information for lawful purposes of identity verificati on, fraud prevention or enforcement of laws designed to prevent money laundering, and/or (ii) a direct, internal business need for the information in connection with a business transaction involving the Counterparty including to verify consumer identity an d perform know-your-client obligations. Without limitation of the foregoing, permissible purposes for use of the Response Data do not include determining a consumer’s credit worthiness or eligibility for credit or insurance for personal, family or household purposes, employment or a government license or benefit. (e) The Entity Validation Service may only be used for authorized and legal purposes, consistent with all Applicable Law and Cust omer will comply with all Applicable Law, including as applicable, laws related to the collection, dissemination, processing, use a nd transfer of personally identifiable information and any other information transferred to Bank or its suppliers in connection with the Entity Validat ion Service. 4. Additional Terms Applicable to Response Data. (a) The Response Data is and shall remain the property of the respective Provider and/or the Bank. Customer shall do nothing inc onsistent with the copyright or other proprietary rights of the Provider and/or the Bank in and to the Response Data. (b) Customer will not duplicate or compile or re-use any data contained in the Response Data and shall not retain it for any purpose other than to maintain historical records for analytics, archival or audit purposes. As a result of conditions imposed by Providers, unle ss otherwise permitted, Customer shall purge the Response Data within 90 days of receipt from the Bank or by an earlier date where required to do so under Applicable Law, except if and solely to the extent such information is retained thereafter in archival form to provide documentary support required for legal, regulatory or internal compliance purposes. Customer shall be responsible for any storage or retention r equirements applicable to its own know-your-customer or anti-money laundering obligations. (c) Customer acknowledges that the Response Data is neither a “consumer report” as defined in 15 U.S.C. §1681a(d) of the Fair Credit Reporting Act (“FCRA”) (15 U.S.C. 1681 et seq.) nor a credit report issued as part of a credit reporting business as defined in the People’s Republic of China Administrative Regulations on Credit Reporting Business ("CRBR”) and is not provided to be used, and Customer agrees shall not be used for any purpose covered by the FCRA or the CRBR. Further, Customer represents and warrants that it has one or more permissible uses under the Gramm-Leach Bliley Act (15 U.S.C. Section 6801 et seq.) and that it will use the information obtained from the Entity Validation Service only for such purpose(s). (d) Customer shall not conduct any analyses of the media or otherwise use it to understand the nature, character or quality of the Response Data, nor shall Customer use, or allow to be used, any information it obtains as a result of its handling, processing or possession of the Response Data in connection with the creation, testing, promotion, marketing, selling and/or licensing of Customer’s own products or s ervices. (e) Subject to Section 4(b) above, Customer agrees to destroy, in accordance with industry best practices and any Applicable Law, the Response Page 500 of 638 PN: 3178051 DOC ID: 8 Page 76 of 81 Data and any copies or derivative thereof immediately upon termination of the Entity Validation Service and, upon request, to certify such destruction to the respective Provider and the Bank. (f) The Provider and the Bank will have the right to review Customer’s use of the Response Data to assure compliance with the ter ms of these Service Terms and any other legal or regulatory requirements. Customer shall fully cooperate with the Provider and the Bank in connection with such reviews and provide the Bank/Provider or obtain for the Bank/Provider access to such records and personnel as the P rovider or the Bank may reasonably require for such purpose subject to Customer’s security requirements. Customer shall be responsible for obtaining all consents needed for the Provider and/or the Bank to exercise their rights of review under this Section 4(f). Customer understands and agrees that compliance with applicable federal and other consumer financial and consumer protection laws is essential, and that upon request, Customer shall provide summaries of its applicable policies, procedures, and internal controls which sufficiently demonstrate compliance with any Applicable Law, and an attestation signed by a duly authorized officer of Customer, to such compliance. (g) Customer will not (i) attempt to modify or create any derivative works of the Entity Validation Services or Response Data; (ii) reverse engineer, decompile decrypt or attempt to discover any source code or underlying ideas or algorithms of any component of the Services (including any software used therein); (iii) provide, lease, lend, transfer, assign, sublicense, use for timesharing or service bureau purposes or otherwise use or allow the use of the Entity Validation Services for the benefit of any third party, or; (iv) disclose the results of any benchmark testing, technical results or other performance data relating to use of the Entity Validation Services. For clarity, in the case of s ubsection (iv) in the immediately preceding sentence, Customer will not be in violation of its obligations if disclosures are made to solely to Customer’s affiliates, advisors, accountants and auditors, who in each case, have a need to know and are bound by confidentiality obligations no les s restrictive than those set forth in these Service Terms. (h) Customer will use commercially reasonable efforts not to introduce any computer virus, or other type of malicious code design ed or intended to have, or capable of performing, any DDoS attack or other of the following outcomes: disrupting, disabling, harming or otherwise impeding in any manner, the operation of, or providing unauthorized access to, the Entity Validation Service or Bank or a Provider’s computer system or network, or damaging or destroying any data. 5. Data Protection. The provisions set out under Appendix 1 shall apply to the processing of data under these Service Terms. 6. Indemnity. Customer agrees to protect, indemnify, defend, and hold harmless the Bank and Providers from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in any way related to (i) information submitted as part of any Inquiry being falsified, misleading, altered, tampered with, untrue or being obtained or provided unlawfully under any Applicable Law and any documents submitted as part of Inquiries being forged, altered, tampered with, expired or otherwise lacking authenticity or validity, or obtained or provided unlawfully, (ii) use of Response Data received by Customer furnished by or through a Provider other than as set forth in these Service Terms, (iii) Customer’s failure to obtain any consent, authorization, license or other forms of approval or qualification required under Section 1(f) hereof or otherwise required under any Applicable Law, (iv) Customer’s use of the Entity Validation Service for any unauthorized or illegal purpose, and (v) injury, damage or loss resulting from a Counterparty’s use of the Entity Validation Service for any unauthorized or illegal purpose. NEITHER THE PROVIDER NOR THE BANK WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME OR LOST REVENUE WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY RESULTING FROM CUSTOMER’S USE OF RESPONSE DATA. 7. General. (a) Customer acknowledges that the Bank may use one or more Providers for its own customer information program. Customer represents and warrants that Customer has made its independent determination for selection of the Entity Validation Service and has not reli ed on any representation made by the Bank in connection therewith. (b) Customer understands and agrees that the Entity Validation Service provides information obtained from Providers, is provided as-is and is not intended to fulfill Customer’s know your customer or anti-money laundering program requirements or any other regulatory requirements. Customer remains solely responsible for complying with all of Customer’s obligations under Applicable Law, including with re spect to know your customer and anti-money laundering where applicable. Use of the Entity Validation Service does not constitute an assurance that transactions will be processed for validated Counterparties. (c) Customer understands and agrees that it is responsible for handling of any and all complaints or inquiries submitted by or on behalf of the Counterparties or any other person or entity with respect to the Response Data and shall bear associated costs. Cus tomer shall notify Bank of any such complaints. (d) Customer understands and agrees that Customer is responsible for compliance with any country -specific minimum requirements for identity validation and Bank has no responsibility therefor. (e) Customer acknowledges and agrees that no relationship, contractual, arising under common law, in equity or otherwise) is inte nded or created between Bank and any Counterparty or other third party and the Bank is providing the Entity Validation Service sole ly to the Customer and not to such Counterparty or other third party and does not owe any duties to such parties. (f) THE BANK EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY REGARDING THE PERFORMANCE, USE OR RESULTS OF USING THE ENTITY VALIDATION SERVICE. Page 501 of 638 PN: 3178051 DOC ID: 8 Page 77 of 81 Schedule A Additional Terms Applicable to Providers and Response Data 1. Each Provider reserves the right to add materials and features to, and to discontinue offering any of the materials and features t hat are currently a part of, the Response Data provided by such Provider. 2. No Provider, nor its subsidiaries and affiliates, nor any third-party data provider to a Provider, shall be liable to Customer for any loss or injury arising out of or caused in whole or in part by such Provider’s or its sub-contractors’ acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the Response Data. This limitation of liability will not apply to losses in connectio n with a Provider’s or its subcontractor’s fraud, gross negligence or willful or reckless misconduct. (a) Customer shall, consistent with its business operations designed to facilitate compliance with Applicable Law, use commercial ly reasonable efforts to (a) restrict access to Response Data to those employees who have a need to know as part of their assigned duties; (b) ensure that none of its employees shall (i) obtain and/or use any information from the Response Data for personal reasons, or (ii) transfer any information received through the Response Data to any party except as permitted hereunder; (c) take all commercially reasonable measures to prevent unauthorized access to, or use, the Response Data by any person or entity; (d) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through the Response Data as it is being disposed; (e) be capable of receiving the Response Data where the same are provided utilizing “secure socket layer,” or such other means of secure transmission as is d eemed reasonable by Bank, and (f) not access and/or use the Entity Validation Service via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine to machine applications approved by Bank . (b) Customer shall use all commercially reasonable security measures to prevent unauthorized access to the telecommunications sys tems used by the Bank to deliver the Entity Validation Service to Customer. 3. Terms Applicable to Response Data Provided by LexisNexis Risk Solutions FL Inc. (“LN”) (a) Some of the information contained in the Response Data provided by LN (“LN Response Data”) is “nonpublic personal information,” as defined in the Gramm-Leach-Bliley Act, 15 U.S.C. 1601 et seq. and related state laws (the “GLBA”) and is regulated by the GLBA (“GLBA Data”). Customer shall not obtain and/or use GLBA Data in any manner that would violate the GLBA or any similar state or local laws, regulations and rules. GLBA permissible purposes for use of LN Response Data include the following and Customer agrees that it will use GLBA LN Response Data only for the following uses: (i) Transactions Authorized by consumer – As necessary to effect, administer or enforce a payment requested or authorized by the consumer, (ii) Fraud prevention or detection – For use to protect against or prevent actual or potential fraud or unauthorized payments, and (iii) legal compliance – For use to comply with KYC/AML requirements applicable to Customer. (b) DPPA Data. Some of the information contained in the LN Response Data may be “personal information,” as defined in the Driver s Privacy Protection Act (18 U.S.C. 2721, et seq. and related state laws (the “DPPA”) and is regulated by the DPPA (“DPPA Data”). Customer shall not obtain and/or use DPPA Data in any manner that would violate the DPPA. DPPA permissible purposes for use of Response Data include the following, and Customer agrees that it will use DPPA Data only for such uses: (i) For use in the normal course of business but only to verify the accuracy of personal information submitted by the individual to Customer; and if the submitted information is incorrect, to obtain the correct information, but only for the purposes of preventing fraud. 4. Terms Applicable to Response Data Provided by Trulioo Information Services Inc. (“Trulioo”) (a) The Response Data provided by Trulioo is from one of the following Trulioo services (“Trulioo Services”): (i) Person Match, (ii) Identity Document Verification, or (iii) Business Verification. Customer’s use of Response Data generated by the Trulioo Servi ces is subject to the corresponding Permitted Purpose(s) and Additional Obligation(s) set forth in the Trulioo Service Specific Terms, linked here: https://www.trulioo.com/legal/SST, as the same may be updated from time to time. Customer agrees to abide by the applicable Permitted Purpose and Additional Obligations, if any, set forth in the Trulioo Service Specific Terms for the Trulioo Services selected by Customer. Unless specified otherwise at the link above, Customer may only use the identity verification services for the purpose of verifying an indi vidual’s identity, age or address information for the lawful purpose of identity verification, fraud prevention or compliance with laws designed to prevent money laundering. (b) Customer represents and warrants: (i) The Inquiry Data submitted by Customer, and the use thereof by Trulioo as contemplated by these Service Terms, does not and w ill not infringe, violate or misappropriate any Intellectual Property Rights. (ii) Customer will comply with all Applicable Law applicable to its obligations under these Service Terms. (iii) The provision of Inquiry Data submitted by Customer for the purposes contemplated under these Service Terms is lawful. (iv) Customer will utilize the Response Data generated by the Trulioo Services for its own purpose in accordance with these Servic e Terms and will not distribute, market, resell, relicense, sublicense, enhance, decompile, reproduce, modify, forward, send or dis seminate any data or information contained within the Trulioo Services to any other party (with the exception of its regulators) without T rulioo’s prior written approval. Page 502 of 638 PN: 3178051 DOC ID: 8 Page 78 of 81 (v) Customer will, upon written request, provide reasonable assistance and information to Trulioo, to enable Trulioo to respond to its suppliers’ audit requests pertaining to compliance with these Service Terms and this Exhibit A. 5. Terms Applicable to Response Data Provided by Jumio Corporation (“Jumio”) (i) Jumio is a third-party beneficiary of the provisions referred to in Sections 3(c), 4(g) and 6 of the Service Terms. Page 503 of 638 PN: 3178051 DOC ID: 8 Page 79 of 81 Schedule B Counterparty Minimum Consent [Name of Customer]:CITY OF SAN LUIS OBISPO To verify your identity, we use a two-step process that involves the collection, storage, and automated processing of your biometric data using the services of our appointed vendor, J.P. Morgan and its own vendors who assist J.P. Morgan with providing the service to us. First, you will capture an image of your photo identification (for example, a driver’s license or passport) with your phone c amera or a webcam. The authenticity and legitimacy of your identification document is then verified using computer vision technolog y, algorithms, image forensics, and manually reviewed where necessary. Second, you will be prompted to take a photo of your own face with your phone camera or a webcam. The photo of your face will then be compared to the face on your photo identification using facial recognition technology which creates a mathematical templat e from the photos based on measurements of various points on your face. This is done through an automated process and photos that cannot be matched by the system for any reason will be rejected. While you are taking your photo, the technology will also look at environmental factors such as your motion, lighting, and sound. Once this process is complete, the images of your photo identification and your face along with the mathematical template of your face will be retained for 90 days and promptly deleted thereafter. This data is used only for the purposes described above or to meet any legal obligations we have in respect of the data. Additional information about our data protection and privacy practices can be found here: [link to Customer privacy policy] To consent to [Customer’s] and our bank service provider J.P.Morgan’s and its appointed vendors’ collection, storage, and automated processing of your biometric data and other personal data for identity verification purposes, as described above, please check the box. [unticked tick box]; [submit] Page 504 of 638 PN: 3178051 DOC ID: 8 Page 80 of 81 Appendix 1 Data Protection 1. Overview. These terms represent the agreement of the parties with respect to Bank receiving personal data from or on behalf of Counterparties [pursuant to Bank’s provision of the Service under the Service Terms], the processing of which is subject to European Data Protection Law (as defined below). 2. Definitions. Capitalized terms used in these terms shall have the same meaning as defined in the Service Terms, unless indicated otherwise. The terms “data controller”, “data processor”, “data subject”, “personal data”, “processing”, and “supervisory authority” shall have the mean ing given in applicable European Data Protection Law. “European Data Protection Law” means: (a) the GDPR, Directive 2002/58/EC and Directive 2009/136/EC, together with any national implementing laws in any Member State of the European Union; and (b) any equivalent legislation or legislation dealing with the same subje ct matter; each as applicable to Bank, Customer or a Counterparty and each as amended, consolidated or replaced from time to time. “Data Security Incident” means a breach of Bank security leading to the accidental or unauthorized destruction, loss, alteration, unauthorized disclosure of, access to, personal data on systems managed or controlled by Bank. Data Security Incidents do not include unsu ccessful attempts or activities that do not compromise the security of personal data. “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natu ral persons with regard to the processing of personal data and on the free movement of such data and the UK General Data Protection Regulation, in each case as may be amended, extended or replaced from time to time. 3. Application. With respect to the processing of personal data, Bank shall comply with all European Data Protection Law, to the extent appli cable. 4. Roles of the Parties. The parties agree that, for purposes of the European Data Protection Law and as between the parties, Customer will be the con troller of personal data and Bank will be the processor of personal data. If Customer is a processor, Customer represents and warra nts that its instructions and activities with respect to the personal data being processed, including the appointment of Bank as a sub -processor, have been authorized by the controller. 5. Processing. (a) Details. Customer shall notify Bank in writing of the processing activities to be carried out by Bank in accordance with these terms. This shall include the subject matter and duration of the processing, the nature and purpose of the processing, and the categories of personal data and categories of data subjects. (b) Compliance. Each party will comply with all obligations applicable to it under European Data Protection Law. Customer represents and warrants that it has established the rights and legal basis necessary to provide the personal data to Bank and for Bank to perform the processing of personal data. (c) Instructions. Bank will process the personal data, including with regard to transfers outside the European Economic Area (“EEA”), only (i) in accordance with the Customer’s instructions as documented in the Service Terms and this Appendix 1 (ii) as further specified by Customer via its use of the Service (or via functionality provided by Bank to utilize the Service), (iii) as do cumented in any written instructions provided by Customer to Bank and acknowledged by Bank in relation to the Service; and (iv) as needed to comply with Applicable Law. If Bank is required to process personal data to comply with Applicable Law, Bank shall inform Customer of that legal requirement unless prohibited by that law on important grounds of public interest. Bank will inform Customer if, in its opinion, any instruction given by Customer to Bank infringes applicable European Data Protection Laws. In connection with the performance of the Service Terms, Bank may transfer personal data to various locations, which may include locations both inside and outside of the EEA. 6. Data Security. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing (or sub-processing) as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Bank will implement reasonable and appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk[, including as appropriate: (i) the pseudonymization and encryption of personal data; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing (or sub-processing) systems and services; (iii) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and Page 505 of 638 PN: 3178051 DOC ID: 8 Page 81 of 81 (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensu ring the security of the processing (or sub-processing). – consider excluding] 7. Confidentiality. Bank will ensure that its personnel authorised to process (or sub-process) personal data have committed themselves to appropriate obligations of confidentiality (or are under an appropriate statutory obligation of confidentiality). 8. Sub-processors. Customer specifically authorizes the engagement of Bank’s affiliates and Providers as sub-processors and generally authorizes the engagement of any other third parties as sub-processors. When engaging any sub-processor, Bank will enter into a written agreement with the sub-processor which imposes upon the sub-processor data protection obligations at least as restrictive as those placed on Bank as processor herein. 9. Data Security Incident. If Bank becomes aware of a Data Security Incident, it will (to the extent permitted by Applicable Law) notify Customer prompt ly and without undue delay after becoming aware of such incident. Taking into account the nature of processing and the information available to , Bank will assist Customer, at Customer’s reasonable request, in complying with Customer’s obligations regarding Data Security Incidents as required by the European Data Protection Laws by describing in its notification to Customer, to the extent possible, the details of the Data Security Incident, including the steps being taken to mitigate potential risks and harm. Customer is solely responsible for complying with its own legal obligations to notify individuals or other third parties with respect to a Data Security Incident. Notifications of and responses to Data Se curity Incidents do not represent any acknowledgement or acceptance by Bank of fault or liability with respect to the incident. Bank reserves the right to charge a reasonable fee to Customer for such requested assistance, to the extent permitted by Applicable Law. 10. Data Transfers. Customer authorizes Bank to transfer personal data to third parties to the extent necessary to provide the Service or to comp ly with Applicable Law to which Bank is subject. Bank shall put in place appropriate safeguards, including the EU Commission approv ed standard contractual clauses or other available transfer solutions under European Data Protection Law, in regard to such transfers. 11. Data Retention/Deletion. In accordance with Customer’s instructions, at the end of the provision of Service, Bank will return or destroy, at Customer’s costs, all personal data in its possession submitted by Customer to Bank and processed by Bank under the Service Terms, except wh ere prohibited by Applicable Law. Where destruction is feasible and there is no obligation to retain the personal data then Bank shall have a reasonable timeframe to complete the destruction. If Bank has an obligation to retain the personal data beyond th e end of the Service it will return or destroy the personal data in accordance with this section as soon as possible after that legally required retention period has ended. 12. Data Audit. At least once in every 12 month period, Bank or its affiliate will retain independent third-party auditors to prepare a Service Organization Control report or industry-standard controls report (“Report”). Upon Customer’s written request, Bank shall provide to Customer at no cost a copy of the most recent Report, up to once in every 12 month period. Such Reports will be Bank’s Confidential Information under the conf identiality provisions of an appropriate agreement to be executed by the parties prior to the release of the Report. Customer agrees that the Reports will be used to satisfy any audit or inspection requests by or on behalf of Customer. 13. Assistance and Cooperation. Where Customer is required to deal or comply with any assessment, enquiry, notice or investigation by a data protection authority in relation to the personal data submitted by Customer to Bank and processed by Bank under the Service Terms, Bank shall, unless prohibited by Applicable Law, use reasonable commercial effort to co-operate with the Customer in order for such Customer to comply with all its obligations which arise as a result of such assessment, enquiry, notice or investigation. If Customer receives a request from a data subject for access to their personal data submitted by Customer to Bank and processed by Bank under the Service Terms, or to correct, erase or cease processing such personal data, Customer shall, as soon as reason ably practicable, notify Bank of any such request and Bank will, as soon as reasonably practicable, and to the extent permitted by the Applicable Law, provide , at Customer’s costs, details of such personal data to enable Customer to comply with any such request. To the extent the request relates to the deletion of such personal data, Customer acknowledges that its deletion may result in Bank being unable to continue to provide the Service und er the Service Terms. If Bank receives any request from an individual in relation to personal data, Bank will advise the individual to submit their request to Customer, and Customer will be responsible for responding to such request. Taking into account the nature of the processing and the information available to Bank, Bank will use reasonable commercial e ffort to assist Customer in meeting its obligations under European Data Protection Law regarding security and data protection impact assessments and related supervisory authority consultations. Page 506 of 638 - 13- EXHIBIT D INSURANCE REQUIREMENTS Page 507 of 638 -1- EXHIBIT B INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES Without limiting CONTRACTOR’s indemnification of CITY, and before commencement of Work, CONTRACTOR shall maintain at its own expense during the term of this AGREEMENT, maintain policies of insurance of the type and amounts described below, and in a form satisfactory to CITY. Commercial General liability insurance. CONTRACTOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Business Automobile liability insurance. CONTRACTOR shall maintain business automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this AGREEMENT, including coverage for all owned, hired, or non-owned vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Bankers Professional liability (errors & omissions) insurance. CONTRACTOR shall maintain bankers professional liability insurance that covers the Services to be performed in connection with this AGREEMENT, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONTRACTOR agrees to maintain continuous coverage through a period no less than two (2) years after completion of the services required by this AGREEMENT. Workers’ compensation insurance. CONTRACTOR shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). CONTRACTOR shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers. Umbrella or excess liability insurance. CONTRACTOR shall maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, business automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions: • A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall be written with terms no less broad than the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies. Proof of insurance. CONTRACTOR shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with CITY at all Page 508 of 638 -2- times during the term of this contract. Duration of coverage. CONTRACTOR shall maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by CONTRACTOR, his agents, representatives, employees or subcontractors. Primary/noncontributing. Coverage provided by CONTRACTOR shall be primary where applicable and any insurance or self- insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY before the CITY’s own insurance or self-insurance shall be called upon to protect it as a named insured. Acceptable insurers. All insurance policies shall be issued by an insurance company currently permitted by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY’s Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONTRACTOR hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subcontractors. Enforcement of contract provisions (non estoppel). CONTRACTOR acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONTRACTOR of non-compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONTRACTOR maintains higher limits than the minimums shown above, CITY shall be entitled to the additional insurance limits subject to the limit of liability set forth in this Agreement. Notice of cancellation. CONTRACTOR agrees to send notice no later than 30 days following the renewal if the changes to the policy are below the minimum requirements of this contract or for cancellation. Additional insured status. Commercial General liability and business automobile liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents, shall be included additional insureds under such policies as their interests pertain to this contract. Page 509 of 638 Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONTRACTOR’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross- liability exclusions. CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONTRACTOR ninety (90) days advance written notice of such change. All changes are subject to the mutual agreement of all parties. If such change results in substantial additional cost to the CONTRACTOR, the CITY and CONTRACTOR may renegotiate CONTRACTOR’s compensation. Timely notice of claims. CONTRACTOR shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONTRACTOR shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage, as well as endorsements affecting commercial general liability and banker’s professional liability coverage. All endorsements are to be received and approved by the City before work commences. Page 510 of 638